TUI AG

Proxy Solicitation & Information Statement • Jan 3, 2019

Power of Attorney and Instructions Annual General Meeting of TUI AG, 12 February 2019

[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, if any)	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

• 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.
• 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 yourself(s) before transferring the voting rights whether the credit institution/the shareholders' 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 shareholders' association of your choice that the registration through the authorised institution is possible by midnight on 5 February 2019 – date of delivery.]

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

• I/We hereby grant power of attorney to the following credit institution/the shareholders' association and instruct them to vote in accordance with their voting proposals.
• I/We hereby grant power of attorney to the following credit institution/the shareholders' 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 name(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
1	Financial statements 2017/18 and reports
2	Use of the net profit for financial year 2017/18
3	Approval of the actions of the Executive Board for the
		financial year 2018/17
	3.1	Friedrich Joussen (CEO)
	3.2	Birgit Conix
	3.3	Horst Baier
	3.4	David Burling
	3.5	Sebastian Ebel
	3.6	Dr Elke Eller
	3.7	Frank Rosenberger

			YES	NO	ABSTENTION
4		Approval of the actions of the Supervisory Board for the financial
		year 2017/18
	4.1	Prof. Dr Klaus Mangold (Chairman)
	4.2	Frank Jakobi (Deputy Chairman)
	4.3	Peter Long (Deputy Chairman)
	4.4	Andreas Barczewski
	4.5	Peter Bremme
	4.6	Prof. Dr Edgar Ernst
	4.7	Wolfgang Flintermann
	4.8	Angelika Gifford
	4.9	Valerie Frances Gooding
	4.10	Dr Dierk Hirschel
	4.11	Sir Michael Hodgkinson
	4.12	Janis Carol Kong
	4.13	Coline Lucille McConville
	4.14	Alexey Mordashov
	4.15	Michael Pönipp
	4.16	Carmen Riu Güell
	4.17	Carola Schwirn
	4.18	Anette Strempel
	4.19	Ortwin Strubelt
	4.20	Mag. Stefan Weinhofer
	4.21	Dr Dieter Zetsche
5		Appointment of the auditor
6	New authorisation to aquire and use own shares
7	Election of a new member of the Supervisory Board – Joan Trian Riu
8	Approval of the remuneration arrangements for the Executive Board

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

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

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

If you wish to support further counter-motions /election proposals, please note the letter for the counter-motion / election proposal 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.]