Subscribed capital
The subscribed capital of TUI AG consists of no-par value shares, each representing an equal share of the capital stock. As a proportion of the capital stock, the value of each share is notionally defined as €1.00.
At the end of financial year 2025, the subscribed capital of TUI AG, registered in the commercial registers of the district courts of Berlin-Charlottenburg and Hanover, remained unchanged at 507,431,033 shares. The subscribed capital accordingly totalled €507,431,033.00. Each share confers one vote at the Annual General Meeting.
Restrictions on voting rights or share transfers
The Executive Board assumes that it is currently impossible to transfer the shares it considers attributable to Alexey Mordashov or to exercise the voting rights from these shares.
Equity interests exceeding 10% of the voting shares
The Executive Board of TUI AG has been notified of the following direct or indirect equity interests amounting to 10% or more of the voting rights:
Shareholder structure (30 September 2025)
At the end of financial year 2025, around 89% of TUI shares were in free float. Around 32% of all TUI shares were held by private shareholders, around 56% by institutional investors and financial institutes, and around 12% by strategic investors.
The current shareholder structure and voting rights notifications according to section 33 of the German Securities Trading Act (WpHG) are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and
www.tuigroup.com/en/investors/financial-news
Shares with special rights conferring powers of control
No shares with special rights conferring powers of control have been issued.
System of voting right control of any employee share scheme where control rights are not exercised directly by the employer
Where TUI AG grants shares to employees under its employee share programme, the shares are directly transferred to the employees (sometimes with a lock-up period). Beneficiaries are free to exercise the control rights to which employee shares entitle them directly, in just the same way as other shareholders, in line with statutory requirements and the Articles of Association.
Appointment and removal of Executive Board members and amendments to the Articles of Association
The appointment and removal of Executive Board members is based on Sections 84 et seq. of the German Stock Corporation Act in combination with Section 31 of the German Co-Determination Act. Amendments to the Articles of Association are based on the provisions of Sections 179 et seq. of the German Stock Corporation Act in combination with Section 24 of the Articles of Association of TUI AG.
Powers of the Executive Board to issue shares
The Annual General Meeting (AGM) on 25 March 2021 resolved to create conditional capital for the issue of bonds totalling €109.9m (2021 Conditional Capital). The authorisation to issue bonds with conversion options or warrants as well as profit-sharing rights and income bonds (with or without fixed terms) is limited to a nominal amount of €2.0bn and will expire on 24 March 2026. This authorisation was nearly fully used with the issuance of convertible bonds worth €589.6m in April and July 2021. As at the balance sheet date, no shares had yet been issued to service the convertible bonds. In July 2024, the outstanding convertible bonds were partly repurchased so that the outstanding nominal amount totalled €117.6m at the end of the reporting year. The outstanding convertible bonds worth €117.6m were redeemed on 17 November 2025.
The Annual General Meeting on 13 February 2024 also resolved to create conditional capital for the issuance of new shares against cash or non-cash contribution of €203.0m (2024/II Authorised Capital). The issuance of new shares against non-cash contribution excluding shareholders’ pre-emptive rights is limited to €50.7m. The authorisation for this Authorised Capital will expire on 12 February 2029.
The General Meeting on 13 February 2024 additionally resolved to create further conditional capital for the issuance of bonds totalling €50.7m (2024 Conditional Capital). The authorisation to issue bonds with conversion options or warrants as well as profit-sharing rights and income bonds (with or without fixed terms) is limited to a nominal amount of €1.5bn and will expire on 12 February 2029. This authorisation was nearly fully used with the issuance of convertible bonds worth €487.0m in July 2024. As at the balance sheet date, no shares had yet been issued to service the convertible bonds.
The Annual General Meeting on 11 February 2025 resolved to create an authorisation to issue new registered shares against cash or non-cash contribution for up to a maximum of €50.7m (2025 Authorised Capital). This authorisation will expire on 10 February 2030.
The Annual General Meeting on 11 February 2025 also resolved to create further conditional capital for the issuance of bonds totalling €50.7m (2025 Conditional Capital). The authorisation to issue bonds with conversion options or warrants as well as profit-sharing rights and income bonds (with or without fixed terms) is limited to a nominal amount of €1.5bn and will expire on 10 February 2030.
Please refer to the section Subscribed capital in the Notes to the consolidated financial statements and the section Subscribed capital in the Annual financial statements of TUI AG (disclosure pursuant to Section 160 (1) no. 4 of the German Stock Corporation Act).
Significant agreements taking effect in the event of a change of control of the Company following a takeover bid, and the resulting effects
Some of TUI AG’s outstanding financing instruments contain change of control clauses. A change of control occurs in particular if a third party directly or indirectly acquires control over at least 50% or the majority of the voting shares in TUI AG.
In the event of a change of control, the holders of the currently outstanding Schuldschein worth €328.0m, the 2021 convertible bonds originally worth €589.6m (of which €117.6m were still outstanding as at the balance sheet date), the 2024 convertible bonds of €487.0m and the 2024 sustainability-linked senior notes of €500.0m must be offered a buyback. For the syndicated credit facilities worth around €2.0bn (including bank guarantees), of which €0.0m (via cash) and €139.0m (via bank guarantees) had been used as at the balance sheet date, a right of termination by the lenders has been agreed for the event of a change of control.
Beyond this, there are no agreements in guarantee, leasing, option or other financing contracts that might cause material early redemption obligations that would be of significant relevance for the Group’s liquidity. Apart from the financing instruments mentioned above, a framework agreement concluded between the Riu family and TUI AG contains a change of control clause. Accordingly, a change of control occurs if a shareholder group represents a predefined majority of AGM attendees or if one third of the shareholder representatives on the Supervisory Board are attributable to a single group of shareholders. In the event of a change of control, the Riu family is entitled to acquire at least 20% and at most all shares held by TUI in RIUSA II S.A. at the share value determined by an internationally recognised auditing company during three periods following the change of control.
A similar agreement concerning a change of control at TUI AG has been concluded with El Chiaty Group. Here, too, a change of control occurs if a shareholder group represents a predefined majority of AGM attendees or if one third of the shareholder representatives on the Supervisory Board are attributable to a single shareholder group. In that case, El Chiaty Group is entitled to acquire at least 15% and at most all shares held by TUI in the joint hotel companies in Egypt and the United Arab Emirates during three periods following the change of control at a share value determined by an internationally recognised auditing company.
A change of control agreement has likewise been concluded for the joint venture TUI Cruises GmbH between Royal Caribbean Cruises Ltd and TUI AG in the event of a change of control in TUI AG whereby more than 50% of voting rights are acquired by an individual or group. The agreement gives the partner the right to demand termination of the joint venture and under certain circumstances to purchase the stake held by TUI AG at a purchase price which is lower than the selling price of their own stake. No compensation agreements effective in the event of a takeover bid have been concluded between the Company and Executive Board members or employees.