TUI AG

AGM Information • Jan 4, 2017

Power of Attorney and Instructions Annual General Meeting of TUI AG, 14 February 2017

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

Granted by:

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

1. POWER OF ATTORNEY and INSTRUCTIONS for the voting trustees of TUI AG

• $\Box$ I/We hereby grant power of attorney to the voting trustees Maren Richter and Andreas Schillig and instruct them to vote on all topics as proposed by the management.
• $\Box$ I/We hereby grant power of attorney to the voting trustees Maren Richter and Andreas Schillig and instruct them to vote in accordance with the individual instructions (see following page).

OR

2. POWER OF ATTORNEY and INSTRUCTIONS for a credit institution/a shareholders' association

[We would like to ask you to inform yourselfs before transferring the voting rights whether the credit institution/the sharholders' association will accept your voting rights as proxy. If you have not already registered your own attendance, please send this power of attorney in time to the credit institution/the sharholders' association of your choice that the registration through the authorised institution is possible by midnight on 7 February 2017 - date of delivery.]

$\Box$ I/We hereby grant power of attorney to the following credit institution/the sharholders' association and instruct them to vote on all topics as proposed by the management.

• $\Box$ I/We hereby grant power of attorney to the following credit institution/the sharholders' association and instruct them to vote in accordance with their voting proposals.
• $\Box$ I/We hereby grant power of attorney to the following credit institution/the sharholders' association and instruct them to vote in accordance with the individual instructions (see following page).

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

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

Please indicate your telephone number here for any further questions:

INSTRUCTIONS

Agenda (Please find the complete version of the agenda of the General
		Meeting at www.tuigroup.com/en-en/investors/agm)	YES	NO	ABSTENTION
$\mathbf{1}$	Financial statements for the financial year 2015/16 and reports
$\overline{2}$		Use of net profit - Dividend proposal	□	$\Box$	□
$\overline{\mathbf{3}}$	Ratification of the actions of the Executive Board for financial year 2015/16
	3.1	Friedrich Joussen (CEO)	$\Box$		$\mathsf{I}$
	3.2	Horst Baier	$\Box$		$\Box$
	3.3	David Burling	$\Box$		$\Box$
	3.4	Sebastian Ebel	$\Box$		$\Box$
	3.5	Dr Elke Eller	П		$\Box$
	3.6	Peter Long	$\overline{\phantom{0}}$		$\Box$
	3.7	William Waggott	$\Box$	П	$\Box$
4	Ratification of the actions of the Supervisory Board for financial year 2015/16
	4.1	Prof. Dr Klaus Mangold (Chairman)	⊔
	4.2	Frank Jakobi (Deputy Chairman)	П		$\Box$
	4.3	Sir Michael Hodgkinson (Deputy Chairman)	$\overline{\phantom{a}}$		$\Box$
	4.4	Andreas Barczewski			$\Box$
	4.5	Peter Bremme	П		□
	4.6	Prof. Dr Edgar Ernst	П		$\Box$
	4.7	Wolfgang Flintermann	$\Box$		$\Box$
	4.8	Angelika Gifford	$\Box$		$\Box$
	4.9	Valerie Frances Gooding	$\Box$		$\Box$
	4.10	Dr Dierk Hirschel	$\Box$	$\Box$	$\Box$

паағ
------	--

			YES	NO	ABSTENTION
	4.11	Janis Carol Kong	П	П	П
	4.12	Peter Long		П
	4.13	Coline Lucille McConville
	4.14	Alexey Mordashov
	4.15	Michael Pönipp
	4.16	Timothy Martin Powell
	4.17	Wilfried Rau t
	4.18 Carmen Riu Güell
	4.19	Carola Schwirn
	4.20	Maxim G. Shemetov
	4.21	Anette Strempel
	4.22	Prof. Dr Christian Strenger
	4.23	Ortwin Strubelt
	4.24	Mag. Stefan Weinhofer
	4.25	Marcell Witt		П
5	Appointment of the auditor		П	П	П
6		Acquire and use own shares

You will find counter-motions by sharholders regarding the agenda exclusively in the internet under: www.tuigroup.com/en-en/investors/agm

You my support the counter-motions not specifically marked there by voting "NO" on the respective agenda items (see above).

If you wish to support the counter-motions marked with a letter in the event of speparate ballot, please indicate this by checking the box with the letter for the counter-motion.

			A B C D E F G H I J K L

If you wish to support further counter-motions, please note the letter for the counter-motion in question in the following line.

[If company-appointed proxies are to be used, please send this form to the addresses set out in the notice, alternatively, please send it to the credit institution or shareholders' association.]