TUI AG (TUI1) Earnings Call Transcript

Ladies and gentlemen, my name is Dieter Zetsche as Chairman of the Supervisory Board, I hereby open the Annual General Meeting of the TUI AG and take over the chairmanship in accordance with the status. I would like to welcome our shareholders and shareholder representatives as well as the representatives of the press. The general meeting will be held as a virtual general meeting without the physical presence of the shareholders and their proxies. Only the proxies of the company appointed by the shareholders to exercise voting rights are present here. The Executive Board has decided that with the consent of the Supervisory Board pursuant to Section 118A of the German Stock Corporation Law Section 26 and paragraph 1 of the introductory act to the German Stock Corporation Law. By way of introduction, please allow me to explain once again why the Executive Board and the Supervisory Board decided to use this new virtual format this year. We were aware that there is a lot of discussion about new format itself and its concrete design. There are critics and supporters, and it is difficult to identify a clear cap. We are now in a phase where COVID-19 measures are being relaxed everywhere. However, the course of the winter was difficult to predict and holding an AGM requires long-term planning. TUI usually starts preparing for the next Annual General Meeting as early as September. After the experiences of the last 2 winters and which new variants of the coronavirus often led to far-reaching restrictions on public life and especially major events at very short notice, the option of a virtual AGM provides significantly greater planning security for the company. We're also of the opinion that it is worthwhile to give this format, which has now been revised, but the legislator compared to the so-called COVID-19 annual general meeting, a chance in times of advancing digitalization. It offers you the shareholders significantly more opportunities for participation and an intensive and direct exchange between you and us. In addition, it enables shareholders -- would otherwise not have been able to attend the Annual General Meeting due to a long journey of health reasons to actively participate in the Annual General Meeting. Finally, the lower cost compared to a face-to-face event also played a role, especially against the background of the ongoing efforts to cut costs. And in order to conclude the section right away, for next year's Annual General Meeting, the Executive Board will take into account various points of view and make a comprehensive consideration when deciding on the format, be it present, virtual or perhaps hybrid. You will also have gathered from the invitation under agenda Item 8 on the amendments to the articles of association that we want to limit the basic authorization to hold a virtual Annual General Meeting for 2 years and have thus deliberately not exhausted the framework of 5 years, as granted by the legislator. In making this decision, we will, in future, take into account our experience with the virtual Annual General Meeting format this year and also closely monitor developments in the market during to the upcoming AGM season. With that, after these general preliminary remarks, I would like to turn to the formalities. I would like to welcome Dr. [ Ulrich Haub ] Notary Public, who will take the minutes of the Annual General Meeting as in previous years. All members of the Board of Directors are present and all members of the Supervisory Board are present. Also present in the presence area of the company's proxies, Ms. [ Marga Moresta ] and Mr. [ Andrea Shilling ]. Now to some formalities. I hereby established that the Annual General Meeting was convened a new formal time. The invitation to today's Annual General Meeting was unipublished in the Federal Gazette on fifth January 2023. Print out of the announcement is available here on site and will be included in the notarial record. Furthermore, the convening notice was also forwarded to media that allow for Europe-wide distribution in accordance with Section 124a of the German Stock Corporation Law. Due to TUI AG's listing on the London Stock Exchange, further information has been published, in particular, the notice on the publication of the AGM document in the NSN system was also published on first January 2023. The AGM documents have been available in German and English on TUI AG's website since the Annual General Meeting was convened. All public actual requirements and connection with the Annual General Meeting were fulfilled. No motions for additions to the agenda to be announced were received. Comments from shareholders received by the company in due form and time have been made available via the company's AGM online service. At this point, I would like to point out once again that it is not intended to answer questions contained in statements. If necessary, I would ask you to ask your questions at the meeting today. I will provide further information and explanations in this regard shortly. We have received countermotions from the [Foreign Language] The association has proposed that the actions of the members of the Executive Board be refused under agenda item 2 on the discharge of the executive Board. In addition, the umbrella organization proposed to refuse to approve the actions of the members of the Supervisory Board and agenda Item 3. Finally, it was proposed to reject the amendment to the Articles of Association regarding the conduct of virtual General Meeting that is agenda item 8a to d. The company made this counter motions available on the company's website on 31st January 2023. They are deemed to have been made at the time were made available. If you wish to join one of these counter motions, you must submit a request to the no vote on the administration's proposed resolution on the relevant agenda item. There are no further countermotions and/or election proposals that we receive prior to the Annual General Meeting in due form and time but had to be made available and that would have been to be dealt with at today's virtual Annual General Meeting. The entire AGM can be followed by shareholders entered in the share register via video and audio transmission on the Internet via the password protect Annual General Meeting online service for shareholders of TUI AG. However, only shareholders or their proxies who are electronically connected to the meeting may exercise their shareholder rights at the general meeting. The electronic connection of shareholders or their proxies to the meeting requires, in particular, proper registration. Shareholders or their proxies who are electronically connected to the meetings shall be granted the right to speak at the meeting by means of video communication. I hereby determine that the right to information pursuant to Section 131 Paragraph 1 of the German Stock Corporation law the electronic Gazette shall be exercised exclusively by means of video communication. Shareholders or their proxies or wish to speak, including any motions, election proposals or requests for information require either a nonmobile device such as a personal computer, notebook or a laptop or a mobile device such as a smartphone to make their speech. Camera and a microphone must be available on the end 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 HV online service and the menu item. Notes on registering requests for leave to speak a corresponding image must be made available and some transmission must be ensured by the shareholder. Requests for leave to speak can only be made via the password-protected HV online service. To do so, please go to the video transmission page in the menu on the left. Since the beginning of the Annual General Meeting, you will find a request to speak field above the video window. To request to speak, click on the field, request to speak. You will then be asked to state your name, place of residence and the subject of your speech. You can also enter a telephone number where we can reach you in case of any problems of the technical connection. This information is optional. After filling in this form, click on the form on the submit field. This completes the registration of your request for leave to speak. You will receive a confirmation that you have successfully registered your request for leave to speak. In the course of the meeting, I will divide the speakers into groups. When I have called your name for the upcoming block of speakers, you will be informed shortly afterwards by a corresponding display above your video stream that your personal meeting room is available. You can then enter the meeting room virtually by clicking on the enter meeting room button. In order to avoid any delays, I would like to ask you to enter the meeting room immediately when the corresponding field is displayed. You will then be connected to a member of our service provider. Before you can speak to the meeting, he or she will carry out a technical check for the transmission of image and town together with you so that you can speak to the meeting as smoothly as possible. Once this check has been successfully completed, and I call you to speak, you will be connected live to the meeting. You can then make your contribution. When you finish speaking, the member of your service provider staff will see you off from the meeting room, and you can return to the meeting. The discussion on the agenda items is to take place in a general debate. When entering the general debate, I intend to first announce 3 to 6 speakers who have registered their request to speak. However, before I call the first speaker, there will be a short interruption for technical reasons. This is due to the fact that the live stream of this Annual General Meeting will be broadcast with a delay of approximately 30 seconds. Such a delay is normal for live broadcast of this magnitude and serves as a stability of the transmission. In order to give the speakers the opportunity to follow the live stream underserved and to be able to check the technical requirements for a connection afterwards. I will interrupt the meeting for a few minutes before each block of speakers. After the interruption, the speakers will be called one after the other. I reserve the right to limit -- the right to ask questions and speak appropriately. Shareholders or their proxies who are electronically connected to the Annual General Meeting have the opportunity to object to the Annual General Meeting via the password-protected AGM online service under the menu item object by entering their objections in the fields -- in the text fields provided there and then clicking on the submit field. Shareholders or their proxies who are electronically connected to the Annual General Meeting may submit their request in accordance with Section 131-4 Sentence 1 and 5, Sentence 1 of the German Stock Corporation Act, the Acton Gazette by way of electronic communication via the password protection AGM online service by clicking on the relevant field entering text, if any, in the free tax field that opens and then clicking on the submit button. The present for today's virtual AGM comprises the room the head office of the TUI AG Karl-Wiechert-Allee Hannover from which we will broadcast the AGM as well as an adjoining room in which the -- in particular, the other Supervisory Board members present here today are located. I'm pleased to announce the presence of the -- out of the registered share capital of the company in the amount of [ 1,785,205,853 ] divided into [ 1,785,205,853 ] no-par-value shares of [ 100 million, 25 million ] no par share value represented with the same number of votes corresponds to 5.61% of the registered share capital. In addition, postal votes for [ 19,700,000 ] [ no-par-value ] shares received there are. This corresponds to 11.20% of the registered share capital. And 254 shareholders are connected via our HV online service. And the list of participants will be handed over to the notary public, and it will be made available here in the meeting room. And any agenda can be found under the list of participants menu items. And I will give you an updated number of participants at any time. And I am informing you that no transmission of sound or image of this meeting is permitted. And as a -- of the Head of the meeting. I will make -- inform you that the additional procedure will be used the votes in favor and against accounted, extensions have no relevance for the result. The votes are counted with the aid of a data protest -- processing system. And shareholders duly -- you registered for the Annual General Meeting or the proxies may exercise their voting rights via the AGM online service in accordance with the voting procedure to be explained by me, but they can exercise themselves or through a representative by postal vote by means of electronic communication or the shareholders may have their voting rights exercise by the proxies of the company in accordance with the instructions given by them and may change or revoke an instruction given. Ladies and gentlemen, we will now move on to the business of the agenda. And I now call on agenda item 1, the presentation of the adopted annual financial statements as of 30th September 2022, the approved consolidated financial statements, the combined management and group management report or the explanatory report on the disclosures pursuant to Section 289a and 315a of The German Commercial Code and the report of the Supervisory Board. The documents have been and will be available on the company's website since the agenda was convened on fifth January 2023. These documents are also available here in the room and can be accessed on our website during the AGM. 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. Shareholders. 2022 was a year of transition for TUI as it was for the tourism sector as a whole. The first 6 months of our business year, which began in October 2021, continue to be dominated by the pandemic, new virus variants, rising incidence rates and restrictions, including travel restrictions, dominated our daily lives in the winter of 2021, 2022. It was not until early summer of last year that normality began to return. It is therefore all the more gratifying that TUI was able to achieve an overall positive operating result for the first time since the start of the pandemic in the financial year 2022. This positive development was driven in particular by strong summer business. In summer, we were able to almost reach the pre-corona guess level of 2019. We've also made important progress with regard to our balance sheet. TUI capital increases continued strict cost discipline, the successfully implemented efficiency program and targeted working capital management significantly improved our liquidity profile and led to an improved rating. We were not only able to reduce our debt, but also to repay part of the government's stabilization measures. These were and are important steps for the group under way to normality. The part has been agreed upon and taken by the Supervisory Board and the Executive Board together. But of course, we have not yet reached our goal. Further measures are to follow, including measures for which we will ask you for your approval today. Both the development of the operative business in the last financial year and the prepared capital measures, will then be discussed by our CEO, Mr. Ebel, and our CFO, Mr. Kiep. TUI has been saved. This shows, by the way, how wise the political decision was to support the companies at -- in such an emergency for which it was not responsible. We still have a world market leader in tourism that is headquartered in Germany. Tens of thousands of jobs in Europe have been preserved in this way. And once all the measures have been completed, the state will have earned many hundreds of millions of euros through its support. Transparency, clarity and reliability have determined the work between the Supervisory Board and the Executive Board, but also towards external partners also in the past year. We did what we said we would do. And we delivered what we promised. The Supervisory Board accompanied the -- and support of the Executive Board very closely advised it and supported and monitored in a challenging and volatile market environment. As the Chairman of the Supervisory Board, I have also been in permanent and trusting exchange with the members of the Executive Board and especially with the Chairman of the Audit Committee, Professor and also outside of meetings. As you can see from my remarks in the annual report, our focus was on the current booking development, the operational challenges, the strategic development including sustainability issues and personnel strategy. In addition, we dealt intensively with the liquidity situation and the discussion of the different financing options of the group. You can also see from today's agenda with the proposed resolutions, how much of this continues to preoccupy us. I'm referring, in particular, to the payment agreement with the economic stabilization fund. This agreement is another important step towards leaving the crisis behind us and moving into the future stronger. I, therefore, expressly asked for your approval for the capital measures proposed by the Supervisory Board and the Executive Board. 2022 was not only the year of the return to business, but also the year of changes on the Board. Let me also talk about this. In June, our former CEO, Fried Joussen, decided to exercise his right to resign. This right was granted to him during the implementation of the conditions required by the EU Commission and the economic stabilization fund regarding the COVID-19 stabilization measures in September 2020. Against the background of the possibility to exercise the right of resignation in June last year, we and the -- on the executive committee and the Supervisory Board has dealt with a possible success in good time. As you know, the Supervisory Board then appointed the former Chief Financial Officer, Sebastian Ebel as Chairman of the Executive Board as of 1st of October. On behalf of the entire Supervisory Board, I would like to thank Mr. Joussen for his commitment and the trust in corporation over the past year -- years. The merger with TUI travel to transformation of the company into an integrated tourism group and the excellent crisis management in the pandemic years will remain associated with Fried Joussen. At the time of his departure, TUI was stabilized, the existential crisis was behind us, clearing the way for tourist next phase was a very personal decision. The Supervisory Board regretted this decision but respected it. One thing is clear, Fried Joussen and his team have saved TUI twice when he assumed office breakup and the end of TUI AG were on the cards. During the pandemic, it was a matter of pure survival for the group. Both times, Sebastian Ebel was one of its closest supporters. And in this respect, it was only logical to point Sebastian Ebel as success and new CEO. He knows the industry and TUI and played a major role in the successes before the pandemic. And he has the strategic vision and the cloud necessary to lead to TUI into the next phase. We wish Sebastian Ebel the best of success in his role as CEO. And the same applies to our new Chief Financial Officer, Mathias Kiep who've taken on a central role in the pandemic crisis team and made an important contribution to reducing debt and refinancing the group. Mr. Kiep has many years of capital market and transaction experience, including a successful career in investment banking. He joined TUI in 2011 as Head of Strategic Controlling. Subsequently as Group Director, Strategy, he supported the merger between the British TUI Travel PLC and the group's parent company TUI AG before moving to the management of TUI Deutschland GMBH where he gained operational experience in a large national company. At the end of 2019, he returned to group headquarters as Director Controlling, Corporate Finance and Investor Relations. In connection with the appointment of Mr. Ebel as CEO, we have also decided to extend the appointment of David Burling as CEO, Markets & Airlines ahead of schedule for another 2 years until the end of May 2026. You know Mr. Burling. He has been associated with the group for many years, and we wish him the best of success in his new position and for TUI. We attach great importance to long-term personnel planning. In this context, we also dealt with the extension of Mr. Krueger's appointment at our Supervisory Board meeting yesterday. This would have expired at the end of this year. I am pleased to inform you that we were able to extend the appointment for another 3 years until the 31st of December 2026 with the same conditions. As you know, Mr. Krueger played a central role in the years of the pandemic and led the negotiations with the economic stabilization fund. We also wish him all the best and much success in his future work. Furthermore, Frank Rosenberger has decided to leave the group at the end of October 2022. Mr. Rosenberger had been with TUI since 2015 and have been responsible for future markets and the group's digitization of the company's Executive Board since 2017. Mr. Rosenberger built up an international IT team at TUI massively advanced digitization in all areas of the group. This, thus as created an important basis for to TUI to grow profitably in the coming years. As a consequence, IT responsibility has now been reorganized and designed more strongly to the individual business units. On behalf of the entire Supervisory Board, I would like to thank Mr. Rosenberger for the good cooperation and his contribution to the development of the company. I wish him all the best for the future. Let me now turn to the changes on the Supervisory Board in the past business year. We are witnessing a terrible war in the middle of Europe. Russia's attack on Ukraine is a tragedy, and we strongly condemn it. We stand with Ukraine. This war must end. The war had no significant consequences for our operational development. It did, however, have an impact on our Supervisory Board, our shareholder, Alexey Mordashov , was added to the list of natural and legal persons affected by the EU sanctions on the 20th of February 2022. As a consequence, he resigned from his mandate on the 2nd of March 2022 and left TUI AG Supervisory Board. Vladimir Lukin also resigned from his mandate as a member of TUI AG Supervisory Board with immediate effect as of the third of March 2022. The Supervisory Board immediately dealt with the replacement and was able to win excellent and experienced candidates for the group in Helena Murano and Christian Baier. Since their court appointment on the 31st of May 2022, they have enriched the work of the Supervisory Board with their expertise -- expertise and experience. Both are standing for election to the Supervisory Board today and will also briefly introduce themselves in person later. In addition, Ms. Carola Schwirn, had resigned her mandate as straight union representatives of Ver.di with the effect from the end of the 20th of February 2022. In her place, Sonja Austermühle was nominated a successor and appointed by court order on the 1st of April 2022. Ms. Austermühle will also briefly introduce herself later. Now I would like to address you directly, shareholders. And I would like to thank you most sincerely on behalf of the entire Supervisory Board. In the past financial year, you again expressed your support and your confidence for -- your confidence in TUI. In particular, by approving the renewal of the capital stock resolutions at the last AGM. You have thus given the management the necessary flexibility to be able to act at any time in a challenging environment. Together with you, we want to continue on the path we have embarked upon and initiate the implementation of the targeted refining strategy with your approval of the relevant agenda items. Ladies and gentlemen, my special respect goes to all those who have navigated the company through the pandemic. I'd like to express my respect to the Executive Board, the Group Executive Committee and of course, all employees. They are and remain the key success factor for TUI. It is the employees who bring our TUI values to life every day for our guests and business partners around the world. I would like to thank the entire team for their tireless efforts and great commitment to the group. At this point, I would also like to expressly thank the employee representatives on the Supervisory Board and my deputy Frank Jakobi. Intensive exchange and dialogue between shareholders and employee representatives also made the successful crisis management possible. This was in the best interest of the company and the employees. Our focus is now on the future. Our group strategy, which Sebastian Ebel will discuss, has a clear goal. We want to return to profitable growth. The starting point is good. The long-term market trends for tourism are intact. Brand and products are strongly positioned. And above all, we have a strong team. This is what we are now building on. This concludes my remarks on the report of the Supervisory Board. I would now like to ask our Chairman of the Executive Board, Mr. Ebel, and our Chief Financial Officer, Mr. Kiep to explain the proposals and the situation of the company as well as the capital measures carried out last year and the items on the agenda for resolution. Mr. Ebel and Mr. Kiep, you have now the floor.

Thank you, Mr. Dieter Zetsche, shareholders. On behalf of the whole Executive Board, I would like to welcome you to the Annual General Meeting of TUI AG. For me, it's the first AGM as CEO of our company. However, as many of you know, it is not the first TUI AGM I have attended. I have been closely associated with the company for many years and consider it a special honor to have been able to help shape the company's future in various functions and continue to do this with a great team. In my time at TUI, I have experienced time and again, our industry is not like any other. Our TUI is unique, our product, our brand, our team. We do not sell just any product. We do not just design a single everyday life. Our mission is to create the most beautiful moments of the year for our customers. This is what unites the entire TUI team in over 100 countries around the world. That's what drives us all at TUI and it motivates us new every day. And that is also what makes it working at TUI so special for me. It's the product of TUI and its employees who enrich the lives of millions of customers every year. We half a thanks goes to Fried Joussen, who led TUI as CEO for almost 10 years and successfully brought the group through the pandemic. Side by side, since 2013, we have developed a TUI strategy and strategically aligned the company for the future. It all started with the acquisition and integration of TUI Travel PLC then, the enormous expansion of our hotel business. The development of TUI Cruises in one of the most successful modern cruise companies in Europe and 2018 TUI's positioning in the Experience segment through the acquisition of 3 Musement. This is precisely what has made us one of the top international players in activities and experiences. One of the biggest growth areas worldwide for tourism. 2019, '20 would have been the most successful year in TUI's corporate history, but then, the -- came the pandemic. 2 years of crisis with consequences, restrictions and burdens also for you, dear shareholders. The pandemic has led the entire tourism industry into an existential crisis of the century. In March 2020, our business operations were stopped at all levels from 1 day to the other. Yes, this pandemic of the century has also thrown us off track. Now we are clearly back. The past business year continued to be a difficult year despite the new start in TUI's -- first 6 months was still marked by massive travel restrictions. Only in summer, the environment returned to normal. With a strong summer quarter, the difficult year came to consider a good end for us. 2023, will remain demanding. There's still challenges, geopolitical and macroeconomic. But above all, we see the opportunities for our TUI. The good news is the long-term trends are still intact. People's wish to travel is still great. People want to travel. They are willing to continue spending money on their holidays. We are in a good position to benefit from this. With new products, we will win additional customers for ourselves and further expand market shares. This is the basis for profitable growth. In the last 6 months, we have brought important future projects to -- start -- from the -- it's idea to the commercial product. And what is important to me, the harmony of strategy and pressure and implementation are simply put the harmony of thinking and planning on one hand and doing and delivering on the other hand. The best idea is nothing worth if it's not implemented decisively with a clear focus. And we have reached a common understanding on this group Executive Committee and management. We want and we will put our strategy on the road. Of course, we still have challenges to overcome from the pandemic, but we are accepting this -- and we have a clear road map for doing this. My colleague, Mathias Kiep, our new Chief Financial Officer, will present you the figures for the last year in detail. He will explain what measures we are planning to refinance, reduce debt and to strengthen our balance sheet. And for this, I'd like to ask you for your trust and your support. Dear shareholders, before I look back on the past financial year and give you an outlook, I would like to thank you. Thank you for your support, your loyalty and that you are still there for TUI. And this hasn't been easy in the last years for U.S. TUI. And we appreciate all more that you have been stayed on board and that you are now starting a new phase for the company with us. And let me look back with you on the last financial year. Peak of the pandemic seem to be over in Autumn 2021. Vaccination campaigns were having an effect. And then Omicron caused the next wave of uncertainty, wave with high faction rates, new lockdowns and massive restrictions. The first 6 months of the financial year 2022 from October to March was still marked by this in almost all markets. And there was travel restrictions and many ports were closed for cruises. And it was only after Easter in spring in 2022, that tourism was able to pick up again. In February 2022, Russia's war against Ukraine began a war of aggression in the middle of Europe, an attack on a sovereign country on innocent Europeans. And this was hardly imaginable for many of us after the end of the Cold War and in the era of dialogue and cooperation. The war is a far-reaching political and economic pricing. Yes, that's true. But first and foremost, it's a human tragedy on a scale that is hardly to imagine. And with the war, the world slips from a global pandemic to the worst European crisis in many decades. Despite these difficult conditions, look at the year underlines 2020 stands for the comeback of tourism. We have a strong summer for the whole industry and especially for TUI. And in the crucial fourth quarter from July to September, all TUI segments made positive contributions to earnings. Referring to the guest numbers, we were able to reach 93% of the pre pandemic level with a significant increase in average prices. We had announced a significantly positive adjusted EBIT on annual basis, and we delivered that with EUR 409 million with a turnover of over EUR 16 billion. And the holiday experience this segment performed particularly well. TUI prices all our hotels, the Cruise business and the activities and excursions. TUI's hotel brands were stronger than before the crisis. And this underlines very clearly that fact that it was right and important that we made strategic decisions a few years ago to massively strengthen and expand the holiday experience sector. And we benefit from this today, and we will benefit from this in the future. With the onset of the pandemic, we launched an ambitious savings program for the entire group. And we have successfully completed this at the end of the year. Our savings target of EUR 400 million per year will be read in the financial year 2023. And this was an enormous effort during the pandemic. But the results will strengthen the TUI -- future of TUI permanently, the effects of the program and above all, the good operational business also enabled us last year to start repaying the stay date to replace SiLA participations and reduce credit lines clearly. We always have said that we want and will repay the stated in full and with interest. And the measures we are asking you to approve today are further important milestones in this way. So 2022 was a year of ups and downs. Homeworks remain to be done. And you don't leave a crisis of a century behind in 12 months. Ladies and gentlemen, our course for the coming years is to focus on profitable growth. The growth program was developed jointly in the Group Executive Committee and the executives of all group divisions. And it's being now implemented consistently. And it is expected to take full effect in 12 to 18 months. And this brings me to the outlook. Today, for most of our customers, we set for holidays, sun and beat. TUI is more -- TUI can do more. Our mission goes further. TUI stands experiences at the holiday destination as well as at home. When it comes to leisure experiences, TUI is to be #1. We are focusing on new products to address new customers and want to gain market share in this way profitable market share. And we are focusing on growth in our 2 segments, Holiday Experiences and Markets & Airlines. Let me start with the growth initiatives already launched in Holiday experiences. We are consistently expanding the range of activities and experiences at TUI leisure. We will also invest more in direct sales. Those who book their holiday trips to -- from the Red Sea to Luxor. With us today will -- in future, also be able to buy their tickets for concert in Berlin or visit a museum in Cologne from TUI at home. And we have enormous opportunities here to not only offer our customers a holiday 1 or 2 times a year, but to become their preferred partner for leisure activities with our strong brand all year round. And we are continuing to expand the portfolio of our hotels in destinations where we already have activities, but also in destinations where we -- that we will open for TUI. Year-round destinations such as Africa offers strategic growth potential with [ Cape Verde to/or Zanzibar ], we have shown how we can develop a destination virtually from scratch with our unique positioning. We still have great potential in many regions of the world, investment partnerships such as our joint ventures or the recently launched TUI Global Hotel fund will allow us to continue our asset-light approach. Our hotel brands already cover a broad spectrum of the markets today. In the future, we will complement our brand portfolio even further in line with our portfolio growth -- we also continued to expand the direct distribution of our hotels, in particular, in those source markets where TUI is not yet directly represented. And finally, we are also expanding our offer in the Cruise sector. In the next few years, we will be adding 3 more new ships to the fleet that were ordered before the pandemic. For the Markets & Airlines segment, to -- we have not only a clear strategic road map, but we also -- already seeing the first results of our initiatives in the individual markets. Flexibility and individuality are becoming increasingly important for our guests and not just -- just us -- corona will complement our classic package to offer, which is put together from previously purchased components with more flexible dynamic travel offers, customers can freely combine hotels and flights available at short notice according to their wishes. And this creates countless individual offers, such as city brakes with which we win new customers. In the past, the classic city break gas did not necessarily find what he was looking for at TUI future. He or she will -- dynamic packaging makes us interesting for many customer segments. In addition, we will, in future, offer individual travel components, for example, hotel accommodation, flight, additional services such as rental cars or excursions individually. With TUI tools, we will also offer attractive round trips. At the beginning, I mentioned how important TUI is to me. All these are -- therefore, not just ideas and plans, but they are initiatives that we have already brought to the market very concretely. In Sweden, we have already successfully launched accommodation only. It means hotels as a single component. And then mark Norway and Finland are already then launched. And we have good customer feedbacks. And in the next weeks, other Nordic countries will follow. And then at the end of the year, the offer will be launched in the U.K. In Austria, we launched flight marketplace for which enables single flight bookings for many airlines. And of course, for our TUI fleet. And in Belgium, TUI tour successfully was launched. TUI's sensation also remains a priority on TUI's agenda, of course. In order to implement our strategic initiatives quickly and efficiently, we are therefore, intertwining more IT, more closely with our operational business units and the organization of our consult visits at the destination. With our global customer base, there are tremendous opportunities to sell additional products and services through intelligent, automated and customer targeting. In summary, we want to sell new products to existing customers and win new customers. This is what the ecosystem can do to the TUI ecosystem. All the -- these measures are currently being developed and introduced by the teams at full speed. And they will have a decisive impact on the TUI of the future, and I'm looking forward to this very much. TUI set standards in the tourism sector in terms of quality and sustainability and our team is also unique in the entire industry in terms of experience, professionalism and internationality. My goal as a new CEO is clear. They should not only stay in this way but we want to expand our position in the future, service and quality. Quality suffered across the sector last year, especially the situation that the airport was unacceptable in many parts of Europe, including here in Germany. Experience has shown that when the compact interplay in the travel chain gets out of sync, they -- things get out of control and the guest experience is then negative. Even the BS TUI could not directly influence is the holidays of our TUI guests were also disrupted. And we were not only able to offer the quality standard the guests rightly expect from us, especially at the beginning of Summer. And presently very sorry about this. We have done everything in our power to ensure the usual TUI quality next summer. Sustainability is the challenge of the coming decade. This is true not only with regard to travel but also for all areas of life. At TUI, we see the sustainable transformation not as a threat, but as an opportunity. We have been working very intensively with this topic since the '90s for us. Sustainability is not something fashionable -- but this is effort across all the levels of our activities. And we approach this at all dimensions. Sustainability, the economic and social as well as ecological and the TUI Care Foundation, which we support has done valuable work in many destinations around the world in recent years, especially in the emerging and developing countries. Especially during the pandemic, the foundation was able to help people in our destinations get through the crisis in a better way also in cooperation with the German development Aid. And the Emission reduction is especially important to our sustainability agenda and the political goals of '24 and '25 -- sorry, of course, too late, especially for the next generation. That is not an ambitious goal. We will move fast -- faster. My personal commitment is there. Of course, we need innovation, technology and new tools. However, I see that technology steps are accelerating. The profitability of sustainable investments is increasing significantly. And because 2050 is too late, we have agreed interim targets for 2030 with a science-based target initiative, SBTi, for short. And SBTi was launched by the WWF and the United Nations, among others. All 3 business units have analyzed emissions with the help of external specialists and calculated various scenarios, not in a vacuum but based on the state of science, technology and the expectations for the coming years, and the plans were efficiently confirmed and certified by SBTi at the end of January after the intensive review process. And since 2020, we have been in discussion and intensive exchange with SBTi about the goal. They work critically scrutinized and examined and we are TUI and therefore -- and more proud that we have now received the certification. And also in the airline hotel area, only few customers have achieved this worldwide certification. And TUI is the only company in the world who -- to have certified destinations in all 3 segments, and this drives us to become even better. We have taken the prepandemic year set in 2019 as a basis to aim to massively reduce our reductions by 2030. In the Flight segment, we want to save 24% by the end of this decade. For Cruises, 27.5%, at our hotels and resorts over 46%. My personal ambition for -- goes even beyond that. Our hotel companies, we want -- I would like to be completely net zero by 2030. This is ambitious, but we want to achieve this. And 1 thing is clear, the SBTi goals are based on today's view on science and technology. We remain committed and ambitious. As new opportunities arise, we will continue to follow suit with our goals. And we also want to be driving force for the driving force for the sector. We have launched the destination co-lab Rhodes as a lighthouse project in Argo to make the Greek island of Rhodes a blueprint for sustainable destination. We invite all industry partners to become part of the co-lab. Everyone can make a contribution. It is sensation only becomes sustainable when everyone on the ground is involved and wants to be part of this. The state, the government businesses as well as holiday makers and residents. We look at all the range of the themes in Rhodes from public tents, but rental, private cars, hotels, plastic avoidance, recycling and secular economy. This is where we are working on in Rhodes with the government of the South again and the local partners and businesses in tourism. Finally, my last point is a very crucial one. We want to have the best team in the industry. It's the colleagues who make our company towards our guests, towards our partners. The team worked under difficult conditions during the crisis and fought passionately for TUI. And my colleagues in management, and I appreciate this very much. We would also like to take this opportunity today to say thank you very much. In the team, we have felt the special TUI spirit, especially in recent years, even when things get difficult, we, at TUI, tackle it together as a team in our way in a nutshell, let's TUI it. In order to ensure that TUI remains an attractive employer in the future, we have developed our new HR strategy. We are creating the right framework conditions to ensure that our employees remain highly motivated in a digital TUI environment. And we are committed to ensuring that diversity in the TUI team continues to grow diversity and inclusion are very important to me and are very close to my heart. And I'm convinced that diversity is also a real advantage in business. And it's also important. It's key that we are pioneers in hybrid flexible working conditions. This is an important factor. For example, young and upcoming talent tourism. As an industry has not only had an easy time in the labor market in recent years. Therefore, all the most important that we continue to be able to attract the best talent in the market. TUI is now well positioned as a modern attractive employer. And our new employer branding strategy will further strengthen our reputation as a good employer. We are launching it in March. Our HR strategy is also being recognized upsize. And of the many awards TUI received last year, I was especially pleased to receive the award for most attractive employers among business units in Sweden. For our new product, we need the knowledge and know-how of young people and I'd like to emphasize the experience of our current employees. I am pleased that our TUI way of working is recognized and appreciated by young people. Our strategy for the future of TUI is in place. It's about picking up speed as the pandemic and the entire TUI team is focused on bringing the new strategy to life. TUI was a successful company before the pandemic. We have invested in cruise ships and hotels. We have built up new business areas such as TUI Musement and we have successfully transformed the group TUI can change. The last financial year has shown TUI is back, we are on course. In 2023, we will launch new products for new customers. And thus, gain additional market share. We want to grow again profitably. And that's my promise to you, dear shareholders, that's our promise as management. Thank you very much.

Dear shareholders, I too would like to welcome you most warmly to our AGM, and thank you for your support and your guidance over the past few years. And looking forward to moving forward together with you and I hope that this AGM will be another significant step for TUI on the road back to profitable growth. This is also my first AGM as Chief Financial Officer of our company. As Dieter Zetsche reported, I've been with the group since 2011 and have since held various responsible positions in finance. I would like to thank Sebastian Ebel the Supervisory Board and you, in particular, for the trust you have placed in me. I will focus my remarks on 2 main points. First, let me explain how the operational recovery described by Sebastian Ebel was reflected in the key figures of the last financial year 2022 and in the just completed first quarter of the financial year, this new financial year. After that, I will go into the agreement we made with the economic stabilization fund, WSF to further reduce state support and in particular, with regard to the capital reduction proposed in agenda Item 6 of today's AGM and the associated intended rights issue. When we first look back at the 2022 financial year, the fourth quarter with the important summer business was particularly decisive. At the beginning of the financial year, it was not yet foreseeable that the TUI Group would close with these positive figures, 16.7 million guests, EUR 16.5 billion of turnover, EUR 409 million of operating EBIT and the cash flow of over EUR 1 billion. Because a year ago at our last AGM, we still had to talk about Omicron. It was unclear if and when travel without significant restrictions would be possible again. And spring 2022 was also still burdened by the fading pandemic and the start of the Ukraine war created additional uncertainty. Only in our third quarter, that is the 3 months as from April 2022, were we able to substantially and sustainably ramp up our business again. And it was not until the summer months of July to September, which are the busiest for travel that our customers effectively went on holiday with us again as they did before the pandemic. And these last 3 months of our business here, we were able to almost reach the precrisis level with an operating EBIT of over EUR 1 billion. The one-off expenses for the disruptions at the airports had a negative impact on the group results over the summer. For example, we weren't able to transport 96% of our customers to the destinations in May and June without any major disruptions. But unfortunately, there were considerable interruptions in the travel process, particularly due to insufficient handling capacity at the airports in the U.K., the Netherlands and in Germany. We regret this very much. Our teams have done everything in their power to support our customers and we have invested in measures which help us achieve the reliability that our customers expect. In detail, the income statement for the full year shows an operating result of EUR 409 million. Our hotel business already exceeded the good results of 2019 in the last 2 quarters. Cruises and TUI Musement also continued the operational ramp-up with good results. Markets & Airlines again generated positive operating results in all regions in Q4. This laid the foundation for the group's further financial recovery. As outlined by Sebastian Ebel, rest assured that our ambitions go beyond this. As far as the rest of the income statement is concerned, in particular, the adjustments and the interest results, were all in line with our expectations. The net interest expense still includes one-off charges from the repayment of state aid. And in addition, the increased indebtedness due to the COVID burdens over the past 3 years also has an impact here. The resulting group loss the 2022 financial year was reduced by EUR 2.3 billion compared to the previous year, but we still have a loss of EUR 213 million. We will continue to work on this. The group's operating cash flow also recovered significantly, reaching around EUR 1.7 billion in the past financial year. In addition to EBITDA of EUR 1.2 billion, another key driver was the strong return of working capital due to the operational ramp-up of our business. This positive financial development will lead to a significantly improved balance sheet structure. Net debt of EUR 3.4 billion has decreased by around EUR 1.5 billion compared to the previous year. As early as spring 2022, we were, therefore, able to start paying back the state aid that we have received. We were able to gradually reduce KfW's loan commitments by unused amounts of EUR 0.9 billion to EUR 2.1 billion. In addition, we redeemed parts of the warrant bond issued to WSF in the amount of EUR 91 million. Thanks to the sustained operational recovery in the summer and with your support for a cash capital increase, we were finally able to repay in June 2022 WSF Silent Participation II, which have been recognized in equity until then in the amount of EUR 0.7 billion. So we were able to deleverage the balance sheet by more than EUR 2 billion in the last 12 months. This has also been possible thanks to your support and contributions as shareholders. Let me now turn to the current business development in the new financial year 2023. As published on our website a few hours ago, 3.3 million customers traveled with TUI in the first 3 months of the financial year 2023, which is an increase of around EUR 1 million year-on-year. Underlying EBIT improved by around EUR 121 million compared to the previous year. TUI seasonal loss of minus EUR 153 million. Hotels and resorts once again achieved a result above the already good pre-pandemic level. Our cruise business also had 16 ships in operation in this quarter and significantly improved the result compared to the previous year. And Markets & Airlines also improved with the central and northern region significantly outperforming the 2022 result. Our incoming bookings are also developing well. More than 8 million bookings have already been received for the current winter and summer seasons of 2023 and weekly bookings are significantly higher than last year. Cumulatively, the booking level is still below the level before the pandemic, but in recent weeks, we have seen an increase in demand also compared to 2019. So we've made a good start to the -- into the new financial year despite the challenging environment. We are therefore confident that we will be able to achieve our goals for the full 2023 financial year, but in view of the continued heightened uncertainties, we do not want to give a concrete quantitative forecast for sales and adjusted earnings in the 2023 financial year at this point. In summary, the significant economic recovery also shows that we have now overcome the COVID pandemic operationally. I'm therefore very pleased that in December, we were able to reach an agreement with the economic stabilization fund on the possibility of fully repaying the state aid granted by the WSF. As communicated by Sebastian Ebel, we always communicated very clearly and agreed with all parties on the goal of repaying the state aid we received during the pandemic as quickly as possible. The December agreement now sets the terms for the repayment of the remaining state aid granted by the WSF and it opens up the possibility of a further substantial repayment of KfW's credit lines and is the basis for the relevant resolutions at today's AGM. The agreement allows us to have a structured process in a year of transformation in which we want to make TUI fit for profitable growth. At the same time, it opens up the possibility of reducing net debt and interest costs. And with the strength in the balance sheet, further improve our financial and entrepreneurial scope at the right time. What does the agreement look like in detail? Specifically, it concerns Silent Participation I in the amount of EUR 420 million and the remaining part of the warrant bond subscribed by WFF in the amount of EUR 59 million. In accordance with the original terms and conditions, both instruments could be converted by the WSF at any time into TUI shares at EUR 1 per share. Certificates and subsequently sold at the market price. However, to enable us to repay the bonds, the WSF has waived this right until the end of 31 December 2023. TUI will, therefore, be able to redeem both instruments in full by then. As far as financing is concerned, we have undertaken to work towards the implementation of a capital raise. Structurally, we are thus replacing the issue of new shares to WSF with new shares in the context of a rights issue. This orderly process also allows us to return decision-making authority to you, our shareholders, in the context of this AGM and the subsequent right issue. The agreement there preserves for KfW economic advantage that was the condition for supporting our company during the COVID pandemic. As required by budgetary and EU state aid law, the repayment is made at the current share price level, but also with a market discount of 9.3%. Overall, the complete exit of WSF less results and a repayment price of between EUR 730 million and if the upper limit of EUR 2 per share has reached a maximum of EUR 957 million. As of today, this would result in a price of around EUR 892 million. In addition to repaying the Silent Participation I and the warrant bond, we intend to use the planned funds from the rights issue to significantly reduce our credit line received from KfW. How is the agreement reflected in the agenda items of today's AGM. Under the repayment agreement, we are initially obliged to propose to you a reduction of the share capital of TUI AG from currently around EUR 1.785 billion to then around EUR 179 million through the consolidation of shares at a ratio of 10:1 on the basis of the Economic Stabilization Acceleration Act. This reduction of the share capital proposed in agenda item 6 will reduce the number of shares by a factor of 10. But the price of the share at the stock exchange will increase proportionately. Correspondingly, the unchanged market value of the group is distributed among fewer shares. And let me also answer the question about the reason for the proposed capital reduction. In the case of rights issues, discounts are granted to the stock market price. However, the subscription price may not fall below the arithmetic portion of each share in the company's share capital in TUI's case EUR 1. The share consolidation increases the flexibility to grant such necessary discounts in a volatile stock market environment and thus creates the preconditions for raising new share capital. At the same time, the planned capital reduction by reverse stock split will not affect the existing authorizations for capital increases of TUI AG. These remain valid. And the amount of authorized and conditional capital will not be reduced to [ 0.10 ] in line with the scope of the capital reduction. The capital reduction in combination with the authorizations already approved, therefore, form the basis so that the repayment agreement can be implemented. In the framework of a binding commitment, the Executive Board of TUI AG has declared that to the extent legally permissible authorized capital 2020 to 2021 will be used primarily for the full repayment of the funds received from the WSF and authorized capital 2022 too will be used primarily for the reduction of the KfW credit lines. The complete statement of commitment with a detailed description of the fracts can be found in Section 2 of the invitation to this AGM right below the agenda. An important note is that the division between the 2 capitals is a legal process, and this requires -- and the capital increase would be carried out within the framework of a uniform subscription offer. The cancellation of 3 shares proposed under agenda Item 5 merely serves to enable the capital reduction in an even consolidation ratio of 10:1. The 3 shares required for this purpose will be made available to us free of charge by an employee of TUI. All other shareholders will not be affected by this cancellation. What would the further implementation look like? Provided that you, as our shareholders approve both agenda items 5 and 6, the reverse stock split would take place promptly after this AGM and after the registration in the commercial register. The exact timing of the subsequent capital increase, which we're aiming for, has not been determined yet. The number of new shares to be issued would then depend in particular on the development of the share price and thus the amount to be paid to WSF. The resulting subscription ratio and subscription price would be published at the beginning of the subscription period. So much for the key points of our agreement with the WSF and the related reverse stock split that we have proposed to you in agenda items 5 and 6 of this AGM and the subsequent plan -- capital increase planned. Dear shareholders, let me summarize. Implementation would allow TUI to replace the state aid still being used with equity and to further simplify our capital structure and thus accelerate the necessary improvement in our credit rating. Our objective is to repay the remaining virtually unused KFW credit lines over time in an orderly and complete manner. Sebastian Ebel, the Executive Board, the Supervisory Board and I are an agreement that the financial discipline necessary for this will remain 1 of our top priorities in the future. In doing so, we also want to live up to the responsibility we have towards you because of your support during the corona -- COVID pandemic as well as -- with regard to the targeted capital measures. We see many growth opportunities for TUI. We see the 2023 financial year as Sebastian Ebel mentioned as a transitional year in which we want to create the financial conditions for future growth with attractive returns in a market environment that has not yet fully been restored. I therefore ask you for support for the agenda items in today's AGM and our way forward. Thank you very much for your attention.

Thank you very much, Mr. Ebel and Mr. Kiep for your explanations. Before we come to the answers to the questions received, I would like to call out to the other items on the agenda briefly.