Other regulations

The total remuneration of TUI AG's Executive Board members for a financial year is capped. This includes fixed remuneration, variable remuneration components, expenses for the company pension scheme and fringe benefits. The maximum remuneration is EUR 7,500,000 gross for the Chairman of the Executive Board and EUR 3,500,000 gross for ordinary Executive Board members. If the maximum remuneration is exceeded, the amount paid out under the LTI is reduced accordingly. Irrespective of the maximum remuneration, the STI payout amounts are limited to 216% and the LTI payout amounts to 240% of the respective target amount. These upper limits apply pro rata in the event of an employee joining or leaving the company during the current financial year.

In addition to the LTI, the share purchase and shareholding obligation is an important component of TUI AG's remuneration system. Executive Board members must acquire and hold a minimum number of TUI AG shares by the end of a build-up phase. The equivalent value of this minimum holding to be acquired must be at least 100% (for ordinary Executive Board members) or 150% (for the Chairman of the Executive Board) of a fixed gross annual salary. From financial year 2025 onwards, Executive Board members must use at least 25% of the net STI payout amount to acquire shares each year until the SOG target is reached. Shares already owned by Executive Board members or their families can also be used to fulfil the SOG target. The relevant purchase price is decisive for offsetting.

Secondary employment of a member of the Executive Board and an office as a member of the Supervisory Board of another company generally require the prior written consent of the Supervisory Board. In addition, at the request of the Executive Board or the Supervisory Board, Executive Board members are obliged to hold supervisory board mandates and similar offices in companies in which TUI AG holds at least 25% of the voting rights without separate remuneration. Remuneration for intragroup mandates is offset against the remuneration of the Executive Board.

The Supervisory Board can agree a post-contractual non-competition clause with members of the Executive Board in return for payment of compensation. In the event of premature termination of an Executive Board mandate, severance payments to Executive Board members may not exceed the value of the remuneration for the remaining term of the service agreement and may not exceed two years' remuneration. The decisive factor here is the target direct remuneration, which is made up of the fixed remuneration and the target amounts for STI and LTI. In the interests of the company, the Supervisory Board may make deviating arrangements in termination agreements. The severance payment should generally be credited against any compensation for waiting periods.

In the event of a serious breach by a member of the Executive Board of the principles set out in TUI AG's Code of Conduct or of the duty of care in managing the company during the assessment period of a variable remuneration component - in the case of the STI during the relevant one-year assessment period, in the case of the LTI during the relevant four-year assessment period - the Supervisory Board may, at its due discretion, reduce or completely cancel the amount paid out under the STI and/or the amount paid out under the LTI (‘malus’) in individual cases or demand full or partial repayment if no more than five years have passed since the payment (‘clawback’). A breach may also be a serious violation of organisational and monitoring duties. In making its decision, the Supervisory Board must take particular account of the severity of the breach and the amount of the financial or reputational damage caused by it.