Authorisation and Instructions Annual General Meeting of TUI AG, 25 March 2021

[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 18 March 2021, 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.

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	Presentation of annual financial statements as of 30 September 2020, consolidated financial statements and reports
2		Approval of the actions of the Executive Board for the financial year that ended on 30 September 2020
	2.1	Friedrich Joussen (CEO)
	2.2	David Burling
	2.3	Birgit Conix
	2.4	Sebastian Ebel
	2.5	Dr. Elke Eller
	2.6	Frank Rosenberger
3		Approval of the actions of the Supervisory Board for the financial year that ended on 30 September 2020
	3.1	Dr. Dieter Zetsche (Chairman)
	3.2	Frank Jakobi (Deputy Chairman)
	3.3	Peter Long (Deputy Chairman)
	3.4	Ingrid-Helen Arnold
	3.5	Andreas Barczewski
	3.6	Peter Bremme
	3.7	Prof. Dr. Edgar Ernst
	3.8	Wolfgang Flintermann
	3.9	María Garaña Corces
	3.10	Angelika Gifford
	3.11	Valerie Gooding
	3.12	Stefan Heinemann
	3.13	Dr. Dierk Hirschel
	3.14	Janis Kong
	3.15	Vladimir Lukin
	3.16	Coline McConville
	3.17	Alexey Mordashov
	3.18	Michael Pönipp
	3.19	Carola Schwirn
	3.20	Anette Strempel
	3.21	Ortwin Strubelt
	3.22	Joan Trían Riu
	3.23	Stefan Weinhofer

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4		Appointment of the auditor
5		New authorised capital pursuant to new article 4(5) of the Charter
6		New authorised capital pursuant to new article 4(7) of the Charter
7		Authorisation for convertible bonds/bonds with warrants and new con ditional capital pursuant to new article 4(9) of the Charter
8		Election of Supervisory Board members
	8.1	Dr. Jutta Dönges
	8.2	Prof. Dr. Edgar Ernst
	8.3	Janina Kugel
	8.4	Alexey Mordashov
9		Approval of the remuneration system for the Executive Board members
10	Resolution on the remuneration and remuneration system for the members of the Supervisory Board
11	Approval of the remuneration report for the financial year that ended on 30 September 2020 prepared and audited pursuant to section 162 AktG

The instructions relate to management's resolution proposals published in the German Federal Gazette on 3 March 2021.

Supplementary agenda items at the request of shareholders – if submitted –

Any supplementary agenda items, which are to be published, submitted before 11 March 2021, 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.

	YES	NO	ABSTAIN		YES	NO	ABSTAIN
12				16
13				17
14				18
15				19

Counter-motions / election proposals by shareholders – if submitted –

Any counter-motions / election proposals by shareholders made accessible and received by no later than 10 March 2021, 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)

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