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Monteray Enterprises Ltd.

Redetext von Tor Olav Trøim - Vertreter von John Fredriksen auf der Hauptversammlung der TUI AG

Limassol, Zypern (ots)

Sehr geehrter Herr Vorsitzender,
liebe Mitaktionäre,
ich freue mich, hier heute zu Ihnen sprechen und mich Ihnen 
persönlich vorstellen zu dürfen.
Mein Name ist Tor Olav Trøim und ich arbeite seit vielen Jahren eng 
mit John Fredriksen zusammen. Ich spreche hier für den mit einem 
Anteil von rund 11,7 Prozent größten Aktionär der TUI, Monteray 
Enterprises Ltd. sowie John Fredriksen. Außerdem kandidiere ich für 
einen Sitz im Aufsichtsrat.
I hope you will excuse that my German is not good enough to do this 
entire speech in the language. I will therefore continue in English. 
Mrs. [Heeßel or Seidel] will be so kind to translate my comments.
I unfortunately have to excuse Mr. Fredriksen, who was planning to be
here today but at short notice had to undergo a medical procedure. 
Mr. Fredriksen regrets not being here today as he would have liked to
introduce himself to you in person.  We expect that this will not be 
the last shareholders' meeting. I am sure you will have a chance to 
meet him in person soon. I promise that he will be here next time.
Today is an important day for TUI's future.  It is not about 
personalities and egos, it is about the future of what was one of 
Germany's most important companies.  The company which during the 
last 14 years has suffered from weak management and a lack of clear 
leadership.  It is a company that during the last 14 years has given 
shareholders a return of less than 4% per annum and thereby the worst
performance in the Dax Index.
I represent Monteray Enterprises, a company owned by John 
Fredriksen.  Monteray  have invested close to $1 billion in this 
company and are today TUI's largest shareholder.  We are presently 
not represented on the Company's supervisory board.  With our 
investment we have shown our belief in this company, much more so 
than TUI's management  who, according to the last Annual Report, all 
together own 2,750 shares, less than an EUR50,000 investment. Last 
year they were however awarded EUR10 milllion in performance related 
remuneration, an amount more than 2 X their fixed salary.  That was 
the year the Annual Report described as a successful year.  
Successful?  The return on book equity was less than 4% significantly
under bank deposit rate.   Is that what the managment calls a 
We are not troublemakers. We are not a hedge fund. We are not a 
private equity company. (PAUSE). We are fellow shareholders. 
Shareholders who want to build the company and create long-term value
for shareholders and secure jobs for the people at TUI.
We started this venture with friendly intentions.  We had several 
meetings with management and thought the intention was to focus and 
grow the container business and ultimately sell out of tourism.  Two 
months into our meetings the strategy had changed again.  It was now 
2 pillars; tourism and containers.  A further 2 months later, after 
Frenzel met Mr Mordashov, TUI was defined as a 1 pillar tourism 
company.  Such a lack of strategic direction about what kind of 
business the shareholders invest in forced us to be more active.
We began investing in TUI shares in 2007 because we saw and 
continue to see Hapag-Lloyd as the key value driver of TUI Group. 
Hapag-Lloyd is a business with an excellent management, with an 
important strategic position in the European container shipping 
market, outstanding development potential and a very good brand name.
Why have we taken our recent initiatives and why am I here today?
Consider this: had you invested the equivalent of EUR1.000 in TUI 
shares when Dr. Frenzel became CEO in 1994 your share price and 
dividend return would have left you with a value of EUR970 until on 
22 January of this year, when we decided to take initiative. Had you 
done the same with the DAX, you would have had approx. EUR2.900 on 22
January. Had you invested in shares of John Fredriksen's Frontline, 
the oil tanker company, in 1997 when it was introduced to the Oslo 
stock exchange, you would now have more than EUR23,000.
In the year we have invested in TUI our investment has gone down 
by approximately 10%. That is in the year the Annual Report called 
successful.   If you had invested the same amount of money into our 
two main public companies, Seadrill and Frontline, the $1 billion 
investment would today have grown to approximately 50% including 
Looking at the performance since Dr. Krumnow became chairman of 
the supervisory board on 11 November 2004, EUR1,000 invested in TUI 
would have decreased to approx. EUR960 by the time we took our 
initiative whereas such investment in the DAX would have increased to
ca. EUR1,650.
There is a consistent track record of underperformance. You will 
have noted that this is not only our personal observation but is well
documented by other independent observers: equity analysts, 
academics, financial journalists, etc.
Between the summer of 2007, when we started to invest, and 22 
January 2008, the TUI share price actually dropped by ca. 30%, 
underperforming the DAX significantly. At this point, and after 
learning that TUI management was planning to merge Hapag-Lloyd into 
TUI, we felt we had to take the initiative.
We made known to the company our opposition to the planned merger and
subsequently, in March, we requested that TUI explore the separation 
of Hapag-Lloyd via a spin-off, as has been done successfully in a 
number of other prominent German companies, and which conceptually we
consider to be the best way of separating shipping from tourism.
We were therefore pleased to note that TUI in April finally announced
that it will abandon its obsolete "two-pillar-strategy" and effect 
the value-maximizing separation of Hapag-Lloyd.
However, we strongly fear, that this apparently positive 
development of TUI management's business strategy will prove no more 
than a temporary pause in the long and well documented track record 
of underperformance under the current management.
What truly concerns us the most, and this brings me back to why we 
are here today trying to bring positive change to the supervisory 
board, is that this track record was allowed to continue over many 
years apparently largely unchecked and unopposed by the supervisory 
This obvious failure of TUI's current corporate governance regime is 
in our view directly related to two unique features of TUI's 
corporate governance:
Firstly, a number of supervisory board members appear to be 
"hand-picked" by the management based on their support for Dr. 
Let me remind you of events last week, when Dr. Vranitzky resigned 
from the supervisory board and was replaced with Mr. Yakushev, a 
representative of S-Group, the second largest shareholder of TUI.
We do welcome Mr. Yakushev as a commercially minded shareholder 
However, this appointment of a representative of a shareholder who 
previously has publicly declared his support for management, was made
upon the initiative of TUI's management by court order.
We have reason to believe that the S-Group, made a commitment 
against our motion for change in return for a board seat and a 
commercial deal around tourism.
All this happened less than a week before we all as shareholders 
could have voted on such matter, given that we had placed Dr. 
Vranitzky's replacement onto the agenda. Thus far we were of the 
understanding that it's the shareholders' privilege to appoint the 
shareholders' representatives on the supervisory board. We, and a 
number of you have told us that you agree with our view, consider 
this a violation of shareholder democracy.  One of TUI's major 
shareholders said in the Financial Times yesterday that the 
appointment of Mr Yakushev after finalisation of the annual meeting 
agenda is "like spitting in the owners' faces."
Another case of hand-picking the supervisory board, I am sure you 
will agree.
You get no control in a company if the people who are meant to be 
controlled pick their own controllers.
We have noted that management, after the Vranitzky/Yakushev swap, 
has tried to declare votes which were cast ahead of this happening as
invalid.  It just shows how tricky this process has become.  The 
management have through their own action put votes cast at risk of 
being invalid even without the shareholders themselves knowing about 
At the same time management appears to have spent a lot of time 
trying to gather support against our proposed motion to modify the 
supervisory board.
They have spent time and money soliciting shareholder support but 
they have not spent sufficient time on dealing with Hapag-Lloyd.
Secondly, there appear to be conflicts of interest among several 
of the current TUI supervisory board members entertaining apparently 
profitable business relationships with the company's travel division.
In order to look into the affiliated party business of among 
others 3 of the people sitting on the board we have read with great 
interest the Annual Report pages 227-228.  There is no material 
information given in that chapter about what kind of business 
dealings the Riu family or any of the related party board members 
have with the company.
When the votes from this shareholder meeting will be announced 
this afternoon, remember the following fact. 76.6 million shares or 
approximately 30,5 % of the shares are owned by groups who have 
direct business relationships with the company.
S-Group:  	25.2 million shares, 10.03%
	* Vladimir Yakushev on the board)
	* Travel JV for the Russian market
RIU Group:	12.8 million shares,	5.08%
	* Carmen Riu Güell on the board
	* JV partner for TUI hotels business
Teck Capital Mgmt (Morocco): 12.6 million shares,	5.0%
	* Common travel interests in Morocco
Caja de Ahorros del Mediterrâneo:	12.6 million shares,	5.0%
	* Roberto López Abad on the board
	* Caja reportedly holds a stake in leading Spanish hotel group Sol 
Hamed El Chiaty:	7.6 million shares,	3.0%
	* Owner of TravCo
	* leading  figure in Egyptian travel sector
	* TUI allegedly has exclusive contract with TravCo for operating 
arriving guests in Egypt through Travco, also filling bed capacities 
in Iberotels (owned by El Chiaty, TUI holds minority share)
Fiesta Hotels and Resorts: 6.0 million shares,	2.4%
	* Dr. h.c. Abel Matutes Juan on the board
	* Hotels operator in Spain
These people have more effective ways to make money than owning 
shares in TUI. These people are effectively paid off by the 
management with separate deals to support the existing management. 
The independent shareholders paying the price for this.
Monteray want to investigate these deals, we are not at all happy 
with the disclosure in the annual report and will most likely ask for
these relationship to investigate on a separate basis.
However remember the number x million shares ...Deduct that from the 
votes the other side will get tonight and you will find out what kind
of support the existing regime have from people who have invested in 
this company on a normal basis. We don't think this is fair. This is 
almost like a bought election. Bought with the Companys money.
Dear Fellow Shareholders,
for a value oriented shareholder and investor, this status of 
corporate governance is simply unacceptable.
We are dedicated and determined to bring to the supervisory board of 
TUI and the company's corporate governance as a whole a culture of 
performance, effectiveness and independence.
As a consequence, we have requested an amendment of the agenda for 
today's general meeting proposing the removal of supervisory board 
chairman Dr. Krumnow as well as board member Dr. Vranitzky and to 
elect Mr. John Fredriksen and myself as representatives of TUI's 
largest shareholder to the company's supervisory board.
In our view, in order to bring positive change to TUI's corporate 
governance one should start from the top and replace the chairman of 
the supervisory board who has been in charge of supervising the 
management over the last years and who has apparently tolerated 
continued underperformance.
We are not against Mr Krumnow as a person.  I have never met him 
and he might be a nice person.  However, he is ultimately responsible
for the lack of performance in this company.  Therefore he has to go.
Instead, we would wish for the supervisory board to elect as its 
chairman a senior German business leader of unquestionable standing 
who brings substantial experience in leading companies at the 
executive and supervisory board level.
People have asked us why we have elected to vote against Mr 
Krumnow and not asked to remove Dr Frenzel.  The reason for that is 
simple.  The shareholders elect the Supervisory Board.  The 
Supervisory Board controls, evaluates and hires the Chief Executive. 
It is not good corporate governance for us as a major shareholder to 
get involved in the day to day management.  However, we have had the 
right to influence and set in place the people who have this role.
What do we stand for?
In many years in business, John Fredriksen and myself have been 
involved in the formation and development of more than a dozen highly
successful publicly quoted companies, all of which have grown into 
leading players in their respective markets and have created 
significant value for all their shareholders. Unlike some observers 
have said about TUI management, we are not into destroying the value 
or stripping or shrinking a company.
We have during the last 13 years built a company which today 
employs more than 20,000 people and we have given billions of euros 
back to shareholders in share price development and dividends.  We 
have done it with the support of some of the best financial 
institutions in the world, like Fidelity, Wellington,  Templeton and 
the Capital Group.
Our well documented actions towards changes in TUI's business 
strategy since 22nd January 2008 have made a strong contribution to 
an almost 40% improvement in TUI's stock price over the past three 
months. You may take this as evidence of our strong commitment to the
creation of value for all TUI shareholders.
In addition, we have longstanding experience and expertise in the 
shipping industry, which we believe has currently no match within the
supervisory board of TUI and which would be a significant benefit in 
the process of separating Hapag-Lloyd.
Finally, unlike other representatives in the current supervisory 
board, both Mr. Fredriksen and I are free of conflicts of interest. 
Neither of us holds significant investments in other container 
shipping companies, nor have we separate business dealings with TUI 
or intend to acquire Hapag Lloyd from TUI.
We are confident that our proposal is convincing and in the best 
interest of TUI. We have received a very positive response to our 
proposals in the last weeks from many investors. You may have noted 
that ISS/RiskMetrics, the leading proxy advisory firm, has published 
a detailed analysis, recommending its clients, which include the 
world's largest institutional investors, to support our proposals.
Dear Fellow Shareholders,
We are not here to make noise.  We are here to build long-term 
value and have during the last couple of days done our utmost to try 
and find a solution which could be to the benefit of all parties.
In this spirit, and in the interest of the company, we are 
proposing an amicable solution which in our view should be acceptable
to all parties involved. We from our side would limit our request for
representation in TUI's supervisory board in this shareholders' 
meeting to one membership rather than the two memberships we had 
initially requested. We would thus not take any action to revoke the 
recently appointed supervisory board member Mr. Yakushev, since we 
believe that S-Group as second largest shareholder of TUI should also
be represented in the supervisory board.
In this context, we have taken note that both the management and 
the supervisory board of TUI have stated that they would welcome 
representation of Mr. Fredriksen in the supervisory board.
We do, however, continue to insist on the most important element of 
our request which is the revocation of the chairman of the 
supervisory board. The chairman, as a result of his function, in our 
view, must take responsibility for the development of the company. I 
therefore strongly apply to you as shareholders of TUI to support our
request to revoke Dr. Krumnow's appointment and to appoint me as a 
member of the supervisory board.
On this basis and with a view to achieving an amicable outcome, we
request that concerning agenda item 11 "Revocation of the appointment
of the supervisory board members elected by the general meeting Dr. 
Jürgen Krumnow and Dr. Franz Vranitzky.", the general meeting 
resolves as follows:
"The appointment to the supervisory board of TUI AG of Dr. Jürgen 
Krumnow is revoked with effect as of the closure of this general 
We further request that concerning agenda item 12 "Election of new
supervisory board members for the remaining term of the revoked 
members of the supervisory board.", the general meeting resolves as 
"Mr Tor Olav Trøim, manager, London, United Kingdom, is elected 
new member to the supervisory board for the remaining term of the 
revoked member of the supervisory board with effect as of the closure
of this general meeting."
For further information in accordance with the German Stock 
Corporation Act regarding my memberships in boards of a comparable 
nature, I may refer you to the written information handed out to the 
chairman of this general meeting and also made available as hard copy
[at the document desk over there].
To sum up, we have given out a sheet which simplifies our  
messages.  The sheet describes TUI's current credentials in 5 points.
1.	Lack of a clear and consistent strategy
2.	Wrong management focus: Self preservation rather than value 
3.	Weak, ineffective corporate governance
4. 	Limited shipping expertise in the board at time of critical need.
5.	Unsatisfactory financial results and share price performance
Monteray is today the Company's largest shareholder and that is a 
strong enough argument to appoint us to the Board.  However, I will 
run through the 5 main arguments for putting us on the Board.
1.	Have built and are major shareholders in 10 public companies 
(NYSE, NASDAQ and OSE) all with clear focus and strategy
2.	Have during the last 13 years built companies which today employ 
more than 20,000 people
3.	Substantial shipping experience including container shipping
4.	No conflicts of interest
5.	Track record of financial performance and value creation for the 
benefit of all shareholders
	Frontline:  From US $100 million to US $4 billion in 11 years + 
additional US$ 8 billion in dividend
	Seadrill:  From US $200 million to US $ 11 billion in three years.
The choice is simple.  You either support existing management in 
their fight against the Company's largest shareholder or you vote for
a change.  A change much needed in this company.
Es ist Zeit für Veränderung!


Thomas Knipp

Tel: +49 69 24 00 55 20
Mobil: +49 172 6800 537

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  • 17.04.2008 – 08:12

    Fredriksen erhöht TUI-Beteiligung auf 11,7 Prozent

    Limassol, Zypern (ots/PRNewswire) - Monteray Enterprises Ltd., eine mittelbar zu 100 Prozent von John Fredriksen gehaltene Gesellschaft, hat am 16. April 2008 der TUI AG und der Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) mitgeteilt, dass sie 29,515 Millionen Aktien der TUI AG, entsprechend ca. 11,747% der Stimmrechte der TUI AG, erworben hat. Über seine mittelbare Beteiligung an der Monteray ...