Allen & Overy advises TUI on annual general meeting – Path cleared for planned capital increase

The annual general meeting (AGM) was held as a virtual general meeting at the company's seat in Hanover. The annual general meeting in particular laid the foundation for a planned capital increase the proceeds of which are to be used to discharge financial stabilisation measures granted by the Economic Stabilisation Fund (Wirtschaftsstabilisierungsfonds; ESF) in connection with the Covid-19 pandemic. The Group aims to reduce its net debt and interest costs and significantly improve its balance sheet structure. At the end of last year, the TUI AG Executive Board already agreed with the ESF on a model and timetable for repaying the financial stabilisation measures granted by the ESF in 2021. The AGM resolutions required for implementing the capital increase were approved by a large majority.

In 2021, TUI implemented a financing package with a volume of EUR 1.8 billion together with the ESF, among other parties, on which Allen & Overy also advised. By this means, bridge financing was ensured during the ongoing Covid-19 pandemic in 2021.

After having advised energy group Uniper SE only recently, i.e. in December 2022, on preparing and conducting its extraordinary general meeting, which paved the way for the Federal Government's investment in Uniper SE, Allen & Overy now once again advised on a complex general meeting held by one of Germany's leading companies, whose resolutions were in particular also passed in connection with the Federal Government's stabilisation measures.

The large portfolio under the umbrella of the TUI Group consists of major tour operators, 1,600 travel agencies and leading online portals, five airlines with around 150 aircraft, over 400 hotels, 17 cruise ships as well as destination agencies in all major holiday destinations around the globe.

The Allen & Overy team comprised partners Dr Hans Diekmann (Düsseldorf), Dr Jonas Wittgens and Dr Helge Schäfer (both Hamburg), counsel Dorothee Kupiek (Düsseldorf) and associate Veronika Gaile (Frankfurt, all Corporate).

Inhouse counsel on TUI AG's annual general meeting was provided by Nina Scherf (member of the Group Executive Committee and Group Director Legal, Compliance & Board Office), Marcus Beger (Director Group Corporate Law) and Mareike Ackermann (Senior Legal Counsel).