[Non-binding translation from German*]

Notice 

Shareholders who are registered in the share register and have registered themselves or a proxy in respect of their shareholdings in time may exercise their voting rights by way of absentee voting and, alternatively, have the option to have their voting rights exercised by an intermediary, a shareholders’ association, a proxy advisor, the Company-appointed proxies or another proxy of their choice. Intermediaries, shareholders’ associations or proxy advisors, too, may exercise their voting rights exclusively on the basis of proxy authorisations and instructions to the Company‑appointed proxies or by way of absentee voting.

The proxy authorisation must be granted or revoked and the proof of authorisation to be provided to the Company must be provided in text form and must be sent to the following postal address or fax number by no later than 7 February 2023, 24:00 hours (CET):

Postal address 
TUI AG Aktionärsservice
Postfach 1460
61365 Friedrichsdorf
Germany

Fax number 
+49 (0) 69 22 22 34 29 4     

E-mail
tui.hv@linkmarketservices.de

A change in the form of voting to a personal absentee vote or to the authorisation of the Company-appointed proxies can only be executed by the shareholder by no later than 11 February 2023, 24:00 hours (CET).

Authorisation forms can be found in the personal cover letter and at this page the top right. If shareholders’ proxies are required to prove their authorisation to the Company, i.e. if they do not fall under the exemption that applies to intermediaries, commercial agents and shareholders’ associations pursuant to section 135 AktG, the proof of a proxy’s appointment may also be provided to the Company electronically by sending an e-mail to tui.hv@linkmarketservices.de. The special rules contained in section 135 AktG apply, in derogation from the sentences above, to the authorisation of and exercise of voting rights by intermediaries, commercial agents, shareholders’ associations, proxy advisors and equivalent persons or entities.

Those intermediaries, shareholders’ associations, proxy advisors or equivalent persons or entities which participate in the password-protected GM online-service of the Company can also be authorised.

Use of the password-protected GM online-service by a proxy is predicated on the proxy having received the access data from the principal. Use of the personal access data by the proxy simultaneously qualifies as proof of authorisation.

The following special provisions apply to the authorisation of the proxies appointed by the Company.

Shareholders of TUI AG, who timely register for the General Meeting, have the opportunity to have their voting rights represented by employees of the Company who are bound to comply with their instructions. Shareholders may grant authorisation and issue instructions to the Company-appointed proxies in writing using the response form included in the personal cover letter or  alternatively using the authorisation and instruction form available this page on the top right, in writing or by fax using the postal address or fax number specified above. Authorisations and instructions issued in writing or by fax to the Company-appointed proxies must be received by the Company by no later than 7 February 2023, 24:00 hours (CET), at the postal address or fax number specified above. A change in the form of voting from an authorisation of the Company-appointed proxies to a personal absentee vote or to an authorisation of a third party can only be performed by the shareholder by no later than 11 February 2023, 24:00 hours (CET).

Authorisations and instructions may be issued after timely registration by no later than 7 February 2023, 24:00 hours (CET) to the proxies appointed by the Company via the password-protected GM online-service.

Instructions or changes to instructions to the Company-appointed proxies may be electronically issued both in advance and during the General Meeting on 14 February 2023 at any time until the chairman of the meeting on the day of the General Meeting – after prior announcement – concludes the voting on the agenda items. For this purpose, shareholders must have duly registered for the General Meeting.

The Company-appointed proxies are obliged to vote in accordance with the instructions issued. If no instructions have been issued, the authorisation will not be exercised; this will be deemed an abstention. If instructions are not clear, the Company-appointed proxies will abstain from voting on the corresponding agenda items. Should any agenda item require individual voting, any instruction issued in this respect will apply mutatis mutandis to each individual sub-item. The Company-appointed proxies will not accept any instructions to address the General Meeting, to object to resolutions passed by the General Meeting, to ask questions or to submit motions.

* This is a translation of a document into English. We have taken reasonable care to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. We therefore cannot guarantee that the translation will have exactly the same meaning as the original.