TUI AG

Proxy Solicitation & Information Statement • Jan 5, 2023

Authorisation and Instructions Annual General Meeting of TUI AG, 14 February 2023

[The voting rights must be exercised in accordance with the statutory provisions and the Articles of Association and in accordance with the following authorisation and instructions. Please make your choice with an "X" in the proper box.]

Granted by:

Name	First name	Name (Co-Shareholder, if any)	First name
Street			Number
Postal Code	Place
Date of birth		Number of shares

1. AUTHORISATION and INSTRUCTIONS for the Company-appointed proxies of TUI AG

• I/We hereby grant authorisation to the Company-appointed proxies Maren Richter and Andreas Schillig and instruct them to vote on all topics as proposed by the management.
• I/We hereby grant authorisation to the Company-appointed proxies Maren Richter and Andreas Schillig and instruct them to vote in accordance with the individual instructions (see following page).

OR

2. AUTHORISATION and INSTRUCTIONS to a credit intermediary/shareholders' association/ proxy advisor or other persons specified in section 135(8) AktG

[We would like to ask you to inform yourselves before transferring the voting rights whether the intermediary, the shareholders' association, proxy advisor or other persons specified in section 135(8) AktG will accept your voting rights as proxy. If you have not already registered yourselves for the General Meeting, please send this authorisation in time to the intermediary, shareholders' association, proxy advisor or other persons specified in section 135(8) AktG of your choice so that the registration through the authorised institution is possible by 7 February 2023, 24:00 hours (CET) – date of delivery.]

I/We hereby grant authorisation to the following intermediary, shareholders' association, proxy advisor or other persons specified in section 135(8) AktG and instruct them to vote on all topics as proposed by the management.

I/ We hereby grant authorisation to the following intermediary, shareholders' association, proxy advisor or other persons specified in section 135(8) AktG and instruct them to vote in accordance with their voting proposals.

I/We hereby grant authorisation to the following intermediary, shareholders' association, proxy advisor or other persons specified in section 135(8) AktG and instruct them to vote in accordance with the individual instructions (see following page).

INSTRUCTIONS

Agenda

(Please find the complete version of the agenda of the Annual General Meeting at www.tuigroup.com/en-en/investors/agm)

		Yes	No	Abstention
1	Financial statements as of 30 September 2022 and reports
2	Approval of the actions of the Executive Board for the financial year that ended on 30 September 2022
2.1	Friedrich Joussen (CEO until 30 September 2022)
2.2	David Burling
2.3	Sebastian Ebel (CEO since 1 October 2022)
2.4	Peter Krueger
2.5	Sybille Reiss
2.6	Frank Rosenberger
3	Approval of the actions of the Supervisory Board for the financial year that ended on 30 September 2022
3.1	Dr Dieter Zetsche (Chairman)
3.2	Frank Jakobi (Deputy Chairman)
3.3	Ingrid-Helen Arnold
3.4	Sonja Austermühle
3.5	Christian Baier
3.6	Andreas Barczewski
3.7	Peter Bremme
3.8	Dr Jutta A. Dönges
3.9	Prof Dr Edgar Ernst
3.10	Wolfgang Flintermann
3.11	María Garaña Corces
3.12	Stefan Heinemann
3.13	Janina Kugel
3.14	Vladimir Lukin
3.15	Coline Lucille McConville
3.16	Helena Murano
3.17	Alexey Mordashov
3.18	Mark Muratovic
3.19	Carola Schwirn
3.20	Anette Strempel
3.21	Joan Trían Riu
3.22	Tanja Viehl
3.23	Stefan Weinhofer

		Yes	No	Abstention
4	Appointment of the auditor
5	Resolution on the reduction of share capital by means of the redemption of three shares by the Company; amendment of the Company's Charter
6	Resolution on the reduction of the share capital for the pur pose of allocating a portion of the share capital to the capital reserve by consolidating shares; amendment to the Company's Charter
7	Election of Supervisory Board members
a)	Dr Dieter Zetsche
b)	Helena Murano
c)	Christian Baier
8	Resolution on the amendment of the Charter
a)	Virtual General Meetings
b)	Right of follow-up questions
c)	Participation of Supervisory Board Members
d)	Entrance tickets
e)	Electronic participation
f)	Postal vote
g)	Chairperson of General Meeting
h)	Deletion of Article 4 (12) of the Charter (Authorised Capital 2022/III)
9	Approval of the remuneration report for the financial year that ended on 30 September 2022

The instructions relate to management's resolution proposals published in the German Federal Gazette on 5 January 2023.

Supplementary agenda items at the request of shareholders – if submitted

Any supplementary agenda items, which are to be published, submitted before 14 January 2023, 24:00 hours (CET) will be exclusively published online at: www.tuigroup.com/en-en/investors/agm.

If you wish to approve or reject any supplementary agenda items submitted by shareholders in combination with a motion to supplement the agenda, please enter your vote under the respective supplementary agenda item.

Counter-motions/election proposals by shareholders – if submitted

Any counter-motions/election proposals by shareholders made accessible and received by no later than 30 January 2023, 24:00 hours (CET) will be exclusively available online at: www.tuigroup.com/en-en/investors/ agm. Any counter-motions/election proposals requiring an independent resolution are marked there with a capital letter. If you wish to support or reject motions marked in this way, please enter your vote under the respective motion.

I/We hereby authorise the above-mentioned person/institution to exercise the voting rights at the Annual General Meeting in accordance with the instructions – in the case of 1 without disclosing my/our name/s, i.e. in the name of whom it may concern. This authorisation comprises the right to grant sub-authorisation. The Company-appointed proxies of the company are each individually authorised. This authorisation is completely filled out and contains no other statements.

Place, Date Name/s of the declarant/s or signature/s (required field)