The Executive Board and the Supervisory Board discussed Corporate Governance issues in financial year 2020. In this chapter, the 
Executive Board provides - also for the Supervisory Board - the report on Corporate Governance in the Company pursuant to Principle 22 of 
the German Corporate Governance Code in the version dated 16 December 2019 (DCGK) and section 289a of the German Commercial Code (HGB) as 
well as Disclosure and Transparency Rule (DTR) 7.2 and Listing Rule (LR) 9.8.7R. 
 
Declaration of Compliance pursuant to section 161 of the 
German Stock Corporation Act (AktG) 
 
As a stock corporation company under German law, TUI AG's Executive Board and Supervisory Board are obliged to submit a declaration of 
compliance with the DCGK pursuant to section 161 of the German Stock Corporation Act. 
 
www.dcgk.de/en/code.html 
 
Wording of the Declaration of Compliance for 2020 
 
'In accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board hereby declare: 
 
Since the last annual declaration of compliance was submitted in December 2019, the recommendations of the German Corporate Governance 
Code in its applicable version have been and will be with the exception of Recommendation C.5 (Supervisory Board mandates of Executive 
Board members in non-group companies) and several Recommendations in Section G. I. (Executive Board remuneration) in the version dated 16 
December 2019 observed. 
 
Recommendation C.5 
 
According to Recommendation C.5, members of the Executive Board of a listed company shall not accept the Chairmanship of a Supervisory 
Board in a non-group listed company. The Chief Executive Officer of TUI AG, Mr Friedrich Joussen, exercises the mandate of Chairman of 
the Supervisory Board of Sixt SE. Mr Joussen has assumed this mandate in June 2017. The Supervisory Board of TUI AG is convinced that the 
exercise of this mandate does not impair the function of Chief Executive Officer. 
 
Recommendations G.1 and G.2 
 
In the version of the DCGK applicable since March 2020, Recommendations G.1 and G.2 on determining a remuneration system in accordance of 
the Act Implementing the Second Shareholder Rights Directive (ARUG II) and on determining a target total remuneration on the basis of 
this remuneration system were newly included. ARUG II foresees a transitional period from 31 December 2020 for implementation. 
Accordingly, the Supervisory Board intends to adapt the wording of the existing remuneration system to comply with ARUG II, to submit the 
adjusted remuneration system to the Annual General Meeting in 2021 for approval and to set the target total remuneration of the members 
of the Executive Board on the basis of the adjusted remuneration system. Until then, any deviations from recommendations G.1 and G.2 must 
be explained. 
 
Recommendations for determining the total amount of variable remuneration 
components (Section G. I.3.) 
 
In the framework of the stabilisation measures agreed with the Economic Stabilisation Fund, restrictions were agreed for TUI AG regarding 
the remuneration of Executive Board members. Moreover, the Executive Board members have already waived the payment of variable 
remuneration for the financial year 2020 in the framework of the application for state aid. These restrictions and the waiver may lead to 
the situation that the members of the Executive Board will not be granted variable remuneration during the stabilisation measures. In 
this respect, Recommendations G.6 (Share of variable remuneration resulting from long-term and short-term targets), G.7 (Determination of 
performance criteria for all variable remuneration components), G.9 sentence 1 (Determination of the amount of variable remuneration to 
be granted) and G.11 sentence 1 (Consideration of extraordinary developments for variable remuneration) are void and as a precautionary 
measure, a deviation from these recommendations is declared.' 
 
Place of publication: 
 
www.tuigroup.com/en-en/investors/corporate-governance 
 
Declaration of Compliance pursuant to DTR 7.2 and LR 9.8.7R 
 
As an overseas company with a premium listing on the London Stock Exchange, TUI AG's Executive Board and Supervisory Board are obliged 
pursuant to No. 7.2 DTR and LR 9.8.7R to make a statement on the application of the UK Corporate Governance Code (UK CGC). Since the 
German Corporate Governance Code also applies to TUI AG as a stock corporation under German law, TUI AG had announced at the time of its 
merger with TUI Travel PLC that it would also comply with the UK CGC to the extent practicable. 
 
https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF 
 
In many respects, the requirements of the DCGK and the UK Code are similar. However, there are certain aspects that are not compatible, 
which are explained below. Therefore some deviations from Code requirements and best practice in the UK have been necessary. 
 
Under the German Stock Corporation Act, the legislation applicable to TUI AG, a two-tier board system is mandatory (see below section 
'Functioning of the Executive and Supervisory Board' on page 110). The two-tier board structure is different to the UK unitary board 
structure on which the UK Code is based. Some of the principles of composition and operation of the boards of a German stock corporation 
also differ from those of a UK company (for example, there is no Company Secretary). For this reason, the Executive Board and the 
Supervisory Board have set out below in which areas the UK Code is not complied with and explained the reasons for the deviations. In 
addition, the Executive Board and the Supervisory Board have also explained those instances where they consider TUI AG not to be 
compliant with the UK Code in the literal sense but where it lives up to the spirit and meaning of the respective regulation. 
 
Sub-headings refer to sections of the UK Code for ease of reference for investors. 
 
Moreover, information demonstrating how the Principles and Provisions of the UK Code have been applied can be found throughout the 
Corporate Governance Report, Report of the Supervisory Board, Audit Committee Report, as well as in the respective parts of the combined 
Management Report. 
 
Wording of the UK Corporate Governance Statement 2020 
 
'Executive Board and Supervisory Board declare pursuant to DTR 7.2 and LR 9.8.7R: 
 
Throughout the reporting period, TUI AG has applied the Principles and complied with the Provisions of the UK Code in the version of July 
2018, except as set out and explained below.' 
 
Place of publication: 
 
www.tuigroup.com/en-en/investors/corporate-governance 
 
Dialogue with shareholders (Provision 3) 
 
It is still not widespread practice in German companies for committee chairs to make themselves available for meetings with shareholders. 
The German Corporate Governance Code stipulates in the Suggestion A.3 that the Chairman of the Supervisory Board should be available - 
within reasonable limits - to discuss ­Supervisory Board-related issues with investors. 
 
The table below provides an overview of all appointments of the Executive Board with shareholders, in some of which also employees of 
Investor Relations participated. 
 
Dialogue with shareholders 
Date           Meeting                              Participants 
December 2019  FY19 Results Presentation            FJ, BC 
               Roadshow UK                          FJ, BC 
January 2020   Commerzbank German Investment        BC 
               Seminar 
               UniCredit / Kepler Cheuvreux German  BC 
               Corporate Conference 
February 2020  FY20 Q1 Results Presentation         FJ, BC 
               AGM 2020                             FJ, BC 
March 2020     Morgan Stanley Investoren Call       BC 
May 2020       FY20 H1 Results Presentation         FJ, BC 
               virtual Roadshow UK                  FJ, BC 
               virtual Roadshow Frankfurt           FJ, BC 
               virtual Roadshow Zurich              BC 
               virtual Roadshow Paris               BC 
June 2020      virtual dbAcess Berlin Conference    BC 
               Barclays Investors Call              BC 
August 2020    FY20 Q3 Results Presentation         FJ, BC 
               virtual Commerzbank Sector           BC 
               Conference 
September 2020 virtual Berenberg & Goldman Sachs    BC 
               German Corporate Conference 
               virtual Bernstein Strategic Decision FJ, BC 
               Conference 
               Morgan Stanley Investors Call        BC 
 
Key: Friedrich Joussen (FJ), Birgit Conix (BC) 
 
The Supervisory Board receives feedback from the Chairman and Deputy Chairman (shareholder representative) and Executive Board members 
following meetings with major shareholders or investors. Additionally, a monthly Investor Relations Report and event-driven assessments 
of brokers are forwarded to the Executive Board and the Supervisory Board. They contain updates on the share price development, analyses 
of the shareholder structure as well as purchases and sales of shares and feedback and assessments from investors. The Executive Board 
and the Supervisory Board consider that TUI AG lives up to the spirit and meaning of the UK Code. 
 
Independence of Supervisory Board members (Provision 10) 
 
Under the UK Code, the Board must identify in the annual report each non-executive director it considers to be 'independent' for the 
purposes of the UK Code. Based on the responsibilities assigned to the Supervisory Board by the German Stock Corporation Act, the members 
of the Supervisory Board are considered to be non-executive directors for the purposes of the UK Code. Under the UK Code, persons are 
'independent' if they are independent in character and judgement and if there are no relationships or circumstances which are likely to 
affect, or could appear to affect, their judgement. TUI AG does not, however, extend its independence disclosures to its 10 employee

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