TUI AG
Pursuant to clause 4.2.5, annex tables 1 and 2 GCGC in the version of 7 February 2017, the following table shows the remuneration awarded
by TUI AG pursuant to the former version of the GCGC. However, the underlying recommendations for the information contained in such
tables on the 'remuneration awarded' within the meaning of the former version of the GCGC ceased to apply when the revised GCGC came into
effect on 20 March 2020. Similarly, the AktG in the version incorporating ARUG II does not contain a continuing requirement to include
such information in the remuneration report. To provide our shareholders with a better comparison with the information from previous
years and to maintain the level of transparency achieved to date, the Executive Board and the Supervisory Board have decided to again
include voluntary information within the meaning of the former version of the GCGC 'remuneration awarded' in the remuneration report for
financial year 2020. The 'remuneration awarded' within the meaning of the former version of the GCGC is not equivalent to the
'remuneration awarded and owed' within the meaning of section 162 (1) sentence 1 AktG:
· 'Remuneration awarded' within the meaning of the former version of the GCGC includes, without taking account of the point of payment,
all remuneration components granted to a member of the Executive Board within the financial year at least on the merits and the
(future) amount of which can at least be estimated.
· Conversely, 'remuneration awarded and owed' within the meaning of section 162 (1) sentence 1 AktG only denotes remuneration that has
been de facto received in the financial year or remuneration that according to the explanatory memorandum (BT-Drs. 19 / 9739, p. 111)
'is owed under legal categories, but has not (previously) been received'.
5.1 REMUNERATION AWARDED PURSUANT TO GCGC (FORMER VERSION)
The table of 'remuneration awarded' in accordance with the former version of the GCGC shows the amount awarded in each financial year. At
the time of grant, the LTIP tranches are measured at fair value as at 1 October 2019. This was determined by multiplying the respective
target amount of the members of the Executive Board by a fair value factor of 0.78 per euro.
Remuneration awarded in accordance with the former version of the
DCGK
Friedrich Joussen David Burling Birgit Conix
CEO, Member of the Member of the
since 14 February Executive Board, Executive Board,
2013 1 since 1 June 2016 since 15 July 2018
&euro 2019 2020 2020 2020 2019 2020 2020 2020 20192 2020 2020 2020
'000 (min. (max. (min. (max. (min. (max.
) ) ) ) ) )
Fixed 1,100 1,100 1,100 1,100 680.0 680.0 680.0 680.0 680.0 680.0 680.0 680.0
remuner .0 .0 .0 .0
ation
Fringe 52.8 36.3 36.3 36.3 29.1 26.1 26.1 26.1 20.1 18.2 18.2 18.2
benefit
s 2
Total 1,152 1,136 1,136 1,136 709.1 706.1 706.1 706.1 700.1 698.2 698.2 698.2
.8 .3 .3 .3
JEV 1,270 1,270 0.0 2,743 500.0 500.0 0.0 1,080 550.0 550.0 0.0 1,188
.0 .0 .2 .0 .0
LTIP
LTIP 2,122 1,067 1,067
(2019 - .8 .2 .2
2022)
LTIP 1,427 0.0 4,392 717.6 0.0 2,208 717.6 0.0 2,208
(2020 - .4 .0 .0 .0
2023)
Total 4,545 3,833 1,136 8,271 2,276 1,923 706.1 3,994 2,317 1,965 698.2 4,094
.6 .7 .3 .5 .3 .7 .1 .3 .8 .2
Pension 635.7 628.3 628.3 628.3 225.0 225.0 225.0 225.0 230.0 230.0 230.0 230.0
/
service
costs 3
Total 5,181 4,462 1,764 7,500 2,501 2,148 931.1 3,500 2,547 2,195 928.2 3,500
remuner .3 .0 .6 .0 .3 .7 .0 .3 .8 .0
ation 4
Remuneration awarded in accordance with the former version of the
DCGK
Sebastian Ebel Dr Elke Eller Frank Rosenberger
Member of the Member of the Member of the
Executive Board, Executive Board / Executive Board,
since 12 December Labour Director, since 1 January 2017
2014 since 15 October
2015
&euro 20193 2020 2020 2020 2019 2020 2020 2020 2019 2020 2020 2020
'000 (min. (max. (min. (max. (min. (max.
) ) ) ) ) )
Fixed 680.0 680.0 680.0 680.0 680.0 680.0 680.0 680.0 600.0 600.0 600.0 600.0
remuner
ation
Fringe 18.0 18.0 18.0 18.0 55.4 34.4 34.4 34.4 87.4 18.0 18.0 18.0
benefit
s 2
Total 698.0 698.0 698.0 698.0 735.4 714.4 714.4 714.4 687.4 618.0 618.0 618.0
JEV 500.0 500.0 0.0 1,080 545.0 545.0 0.0 1,177 465.0 465.0 0.0 1,004
.0 .2 .4
LTIP
LTIP 1,067 1,009 887.4
(2019 - .2 .2
2022)
LTIP 717.6 0.0 2,208 678.6 0.0 2,088 596.7 0.0 1,836
(2020 - .0 .0 .0
2023)
Total 2,265 1,915 698.0 3,986 2,289 1,938 714.4 3,979 2,039 1,679 618.0 3,458
.2 .6 .0 .6 .0 .6 .8 .7 .4
Pension 288.9 285.9 285.9 285.9 360.6 356.7 356.7 356.7 416.5 408.8 408.8 408.8
/
service
costs 3
Total 2,554 2,201 983.9 3,500 2,650 2,294 1,071 3,500 2,456 2,088 1,026 3,500
remuner .1 .5 .0 .2 .7 .1 .0 .3 .5 .8 .0
ation 4
1 Joint-CEO since 9 February 2016; member of the Executive Board since 15 October 2012
2 Without insurances from group contracts
3 For Mr Joussen, Mr Ebel, Dr Eller and Mr Rosenberger service costs acc. to IAS19; for Mr Burling and Mrs Conix payments
for pension contribution
4 If contractually agreed cap for overall remuneration is exceeded, LTIP-payout is reduced proportionaly
The following overview of the total remuneration awarded to the members of the Executive Board in financial year 2020 illustrates the
distribution of the individual remuneration components in relation to each other. It has to be emphasised that the share of variable
components of the total remuneration awarded is quite considerable: The LTIP accounts for 41 % of the total remuneration awarded, the JEV
accounts for 21 %. It can be stated that variable components account for 62 % of the total remuneration awarded to the members of the
Executive Board.
5.2 'REMUNERATION AWARDED AND OWED' WITHIN THE MEANING OF SECTION 162 (1) SENTENCE 1 AKTG
Pursuant to section 162 (1) sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration components should be specified that
were 'awarded and owed' to the individual members of the Executive Board in financial year 2020. This information largely corresponds to
the information previously reported as 'inflow' within the meaning of the former version of the GCGC.
Remuneration paid in accordance with the former version of the DCGK
and "awarded and owed remuneration" pursuant to section 162 (1)
sentence 1 AktG
Friedrich Joussen David Burling Birgit Conix
CEO, Member of the Member of the
since 14 February Executive Board, Executive Board,
2013 1 since 1 June 2016 since 15 July 2018
&euro 2019 2019 2020 2020 2019 2019 2020 2020 2019 2019 2020 2020
'000 2 2 2 2 2 2
Fixed 1,100 61.5 1,045 61.1 680.0 72.8 611.9 70.9 680.0 73.1 646.0 72.2
remuner .0 % .0 % % 4 % 4 % %
ation 3
Fringe 52.8 3.0 % 36.3 2.0 % 29.1 3.1 % 26.1 3.0 % 20.1 2.2 % 18.2 2.0 %
benefit
s 5
Total 1,152 64.5 1,081 63.1 709.1 75.9 638.0 73.9 700.1 75.3 664.2 74.2
.8 % .3 % % % % %
JEV 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 %
LTIP
LTIP 0.0 0.0 % 0.0 0.0 0.0 % 0.0 0.0 0.0 % 0.0
(2016 -
2019)
LTIP 0.0 0.0 0.0 % 0.0 0.0 0.0 % 0.0 0.0 0.0 %
(2017 -
2020)
Others 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 %
Claw 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 %
Back
accordi
ng to §
162
para. 1
sen. 2
no. 4
AktG 6
Total 1,152 64.5 1,081 63.2 709.1 75.9 638.0 73.9 700.1 75.3 664.2 74.3
.8 % .3 % % % % %
Pension 635.7 35.5 628.3 36.8 225.0 24.1 225.0 26.1 230.0 24.7 230.0 25.7
/ % % % % % %
service
costs 7
Total 1,788 100.0 1,709 100.0 934.1 100.0 863.0 100.0 930.1 100.0 894.2 100.0
remuner .5 % .6 % % % % %
ation
1 Joint-CEO until 9 February 2016; member of the Executive Board since 15 October 2012
2 The percentages specified here refer to the 'awarded and owed' remuneration components in the respective financial year acc. to section
162 (1) sentence 1 AktG. They thus include all remuneration
components actually paid in the respective financial year, regardless for which financial year they have been paid to the members of the
Executive Board. The percentages specified here are therefore
not comparable to the percentages in the description of the remuneration system acc. to section 87a (1) No3 AktG which will be presented
to the Annual General Meeting together with this remuneration
report. The percentages indicated in the remuneration system correspond to the respective target values
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December 10, 2020 01:04 ET (06:04 GMT)
