The seven independent members from the Company and its Executive Board, as well as from a controlling shareholder were Ms Ingrid-Helen 
Arnold, Prof. Dr Edgar Ernst, Ms María Garaña Corces, Ms Angelika Gifford, Mr Peter Long, Ms Coline McConville and Dr Dieter Zetsche. 
 
The members of the Supervisory Board take responsibility for undertaking any training or professional development measures necessary to 
fulfil their duties and they receive support in this respect from the company. The company regularly informs its members about current 
changes in the legislation as well as about relevant topics relating to the company and corporate governance. New members of the 
Supervisory Board are given the opportunity to be introduced in detail to key issues of the Supervisory Board as part of the onboarding 
programme. 
 
Conflicts of interest 
 
Executive and Supervisory Board members are bound to observe the TUI AG's best interests. In addition, Executive Board members are 
subject to comprehensive non-compete clauses throughout the duration of their appointment. In the completed financial year 2020, there 
were no conflicts of interest requiring disclosure to the Chairmen of the Supervisory Board or the Executive Board. None of the Executive 
Board or Supervisory Board members has a board role or a consultancy contract with one of TUI's competitors. 
 
Specifications pursuant to sections 76 (4), 111 (5) of the German Stock Corporation Act 
 
At least 30 % of the Supervisory Board members were women and at least 30 % were men at the balance sheet date. The Supervisory Board was 
therefore compliant with section 96 (2) sentence 1 of the German Stock Corporation Act. Both the shareholder and the employee 
representatives of the Supervisory Board have objected to the Chairman of the Supervisory Board with regard to the election of 
shareholder and employee representatives, which is to be initiated in 2020 as well as their appointments for the Annual General Meeting 
in 2021, with regard to overall compliance in accordance with section 96 (2) sentence 2 of the German Stock Corporation Act. 
 
The Supervisory Board resolved, in keeping with section 111 (5) of the German Stock Corporation Act, that until 31 October 2020 one woman 
is required to be a member of the Executive Board. This goal was achieved in the reporting period with Dr Elke Eller's membership in the 
Executive Board and was exceeded since 15 July 2018 with the appointment of Ms Birgit Conix. In a resolution dated 15 September 2020, the 
Supervisory Board extended the target of one woman in the Executive Board until 30 September 2023. 
 
In turn, the Executive Board resolved, in keeping with section 76 (4) of the German Stock Corporation Act, that women should account for 
20 % of executives at the level immediately below the Executive Board and 30 % at the level below this. Both targets were to be achieved 
by 30 September 2020. For this reason, TUI AG has implemented various measures over the past years aimed at increasing the proportion of 
women on a long-term and sustainable basis. This includes, among other things, the promotion of women in talent programmes and 
specifically addressing them in the recruitment process. In addition, at least one woman should always be on the shortlist in the 
recruitment process for positions in the Senior Leadership Team. Despite all the measures taken, the suitability and qualification of 
candidates for filling vacant positions are still of primary importance. As a result of these measures, the proportion of women at TUI AG 
at the first management level below the Executive Board increased from 24 % to 25 % as of 30 September 2020 and thus exceeded the target 
of 20 %. At the second management level below the Executive Board, the proportion of women is 22 %, which is below the target of 30 %. In 
September 2020 the Executive Board again agreed on targets for the proportion of women in management. By 30 September 2023 women should 
account 25 % of executives at the level immediately below the Executive Board and 30 % at the level below this. 
 
Shareholders and Annual General Meeting 
 
TUI AG shareholders exercise their co-determination and monitoring rights at the Annual General Meeting, which takes place at least once 
a year. The AGM takes decisions on all statutory matters, and these are binding on all shareholders and the Company. For voting on 
resolutions, each share confers one vote. 
 
All shareholders registering in due time are entitled to participate in the Annual General Meeting. Shareholders who are not able to 
attend the AGM in person are entitled to have their voting rights exercised by a bank, a shareholder association, one of the 
representatives provided by TUI AG and acting on the shareholders' behalf in accordance with their instructions, or some other proxy of 
their own choosing. Shareholders also have the opportunity of authorising the representative provided by TUI AG via the web in the run-up 
to the AGM. Shareholders can, moreover, register for electronic dispatch of the AGM documents. 
 
The invitation to the AGM and the reports and information required for voting are published in accordance with the provisions of the 
German Stock Corporation Act and provided in German and English on TUI AG's website. During the AGM, the presentations by the chairman of 
the Supervisory Board and the Executive Board members can be followed live over the Internet. 
 
Risk management 
 
Good corporate governance entails the responsible handling of commercial risks. The Executive Board of TUI AG and the management of the 
TUI Group have comprehensive general and company-specific reporting and monitoring systems available to identify, assess and manage these 
risks. These systems are continually developed, adjusted to match changes in overall conditions and reviewed by the auditors. The 
Executive Board regularly informs the Supervisory Board about existing risks and changes to these risks. The Audit Committee deals in 
particular with monitoring the accounting process, including reporting, the effectiveness of the internal control and risk management 
systems and the internal auditing system, compliance and audit of the annual financial statements. 
 
More detailed information about risk management in the TUI Group is presented in the Risk Report. It also contains the report on the 
accounting-related internal control and risk management system required in accordance with the German Commercial Code (sections 289 (5), 
315 (2) no. 5 HGB). 
 
Risk Report see page 33. 
 
Transparency 
 
TUI provides immediate, regular and up-to-date information about the Group's economic situation and new developments to capital market 
participants and the interested public. The Annual Report and the Interim Reports are published within the applicable timeframes. The 
Company publishes press releases and ad hoc announcements, if required, on topical events and any new developments. Moreover, the company 
website at www.tuigroup.com provides comprehensive information on TUI Group and the TUI share. 
 
The scheduled dates for the principal regular events and publications - such as the AGM, Annual Report and Interim Reports - are set out 
in a financial calendar. The calendar is published well in advance and made permanently accessible to the public on TUI AG's website. 
 
Directors' dealings 
 
The Company was informed by Mr Friedrich Joussen of notifiable purchase and sale transactions of TUI AG shares or related financial 
instruments by directors (directors' dealings or managers' transactions) concerning financial year 2020. Details are provided on the 
Company's website. 
 
Purchase and sales transactions by members of the boards are governed by the Group Manual Share Dealings by Restricted Persons, approved 
by the Executive Board and the Supervisory Board, alongside corresponding statutory provisions. In particular this stipulates an 
obligation to receive a clearance to deal for transactions with TUI AG's financial instruments by members of the Executive Board, the 
Supervisory Board and the Group Executive Committee as well as by persons on the insider list. 
 
Accounting and auditing 
 
TUI AG prepares its consolidated financial statements and consolidated interim financial statements in accordance with the provisions of 
the International Financial Reporting Standards (IFRS) as applicable in the European Union. The statutory annual financial statements of 
TUI AG, which form the basis for the dividend payment, are prepared in accordance with the German Commercial Code (HGB). The consolidated 
financial statements are prepared by the Executive Board, audited by the auditors and approved by the Supervisory Board. The interim 
report is discussed between the Audit Committee and the Executive Board prior to publication. The consolidated financial statements and 
the financial statements of TUI AG were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, the auditors elected by the 
2020 Annual General Meeting. The audit was based on German auditing rules, taking account of the generally accepted auditing standards 
issued by the German Auditors' Institute as well as the International Standards on Auditing. It also covered the risk detection system. A 
review pursuant to Listing Rule 9.8.10 R (1) and (2) was carried out. 
 
See audit opinion by the auditors on page 250. 
 
The consolidated financial statement and management report as of 30 September 2020 was reviewed by the auditors. In addition, a 
contractual agreement was concluded with the auditors to the effect that the auditors will immediately inform the Supervisory Board or 
the audit committee about all findings and issues of importance for its tasks which come to the knowledge of the auditors during the 
performance of the audit. Furthermore, it was agreed with the auditors that they inform the Supervisory Board or the audit committee and 
note in the audit report if during the performance of the audit, any facts were identified that indicate an inaccuracy in the Declaration

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