TUI AG Triposo Travel B. V., Amsterdam Netherlands 100 TUI 4 U Poland sp.zo. o., Poland 100 Warschau TUI Blue DE GmbH, Hannover Germany 100 TUI d. o. o., Maribor Slovenia 100 TUI Magyarország Utazasi Iroda Hungary 100 Kft., Budapest TUI Reisecenter GmbH, Salzburg Austria 100 TUI ReiseCenter Slovensko s. r. Slovakia (Slovak 100 o., Bratislava Republic) TUI Travel Cyprus Limited, Cyprus 100 Nikosia TUIFly Academy Brussels, Belgium 100 Zaventem VPM Antilles S. R. L., Levallois France 100 Perret VPM SA, Levallois Perret France 100 All other segments Bergbau Goslar GmbH, Goslar Germany 100 travel-Ba.Sys Beteiligungs GmbH, Germany 83.5 Mülheim an der Ruhr Joint ventures and associates Tourism Abou Soma for Hotels S. A. E., Egypt 16.7 Giza Ahungalla Resorts Limited, Sri Lanka 40 Colombo Aitken Spence Travels (Private) Sri Lanka 50 Limited, Colombo Alpha Tourism and Marketing Mauritius 25 Services Ltd., Port Louis ARP Africa Travel Limited, United Kingdom 25 Harrow Atlantica Hellas A. E., Rhodos Greece 50 Atlantica Hotels and Resorts Cyprus 49.9 Limited, Lemesos Bartu Turizm Yatirimlari Anonim Turkey 50 Sirketi, Istanbul Clubhotel Kleinarl GmbH & Co KG, Austria 24 Flachau Corsair SA, Rungis France 25 Daktari Travel & Tours Ltd., Cyprus 33.3 Limassol DER Reisecenter TUI GmbH, Germany 50 Dresden Diamondale Limited, Dublin Ireland 27 ENC for touristic Projects Egypt 50 Company S. A. E., Sharm el Sheikh Etapex, S. A., Agadir Morocco 35 Fanara Residence for Hotels S. Egypt 50 A. E., Sharm el Sheikh Gebeco Gesellschaft für Germany 50.1 internationale Begegnung und Cooperation mbH & Co. KG, Kiel GRUPOTEL DOS S. A., Can Picafort Spain 50 Ha Minh Ngan Company Limited, Vietnam 50 Hanoi Holiday Travel (Israel) Limited, Israel 50 Airport City Hydrant Refuelling System NV, Belgium 25 Brüssel InteRes Gesellschaft für Germany 25.2 Informationstechnologie mbH, Darmstadt Interyachting Limited, Limassol Cyprus 45 Jaz Hospitality Services DMCC, United Arab 50 Dubai Emirates Jaz Hotels & Resorts S. A. E., Egypt 51 Kairo Kamarayat Nabq Company for Egypt 50 Hotels S. A. E., Sharm el Sheikh Karisma Hotels Adriatic d. o. Croatia 33.3 o., Zagreb Karisma Hotels Caribbean S. A., Panama 50 Panama Pollman's Tours and Safaris Kenya 25 Limited, Mombasa Raiffeisen-Tours RT-Reisen GmbH, Germany 25.1 Burghausen Ranger Safaris Ltd., Arusha Tanzania 25 Riu Hotels S. A., Palma de Spain 49 Mallorca Sharm El Maya Touristic Hotels Egypt 50 Co. S. A. E., Kairo Südwest Presse + Hapag-Lloyd Germany 50 Reisebüro GmbH & Co.KG, Ulm Sun Oasis for Hotels Company S. Egypt 50 A. E., Hurghada Sunwing Travel Group, Inc, Canada 49 Toronto Teckcenter Reisebüro GmbH, Germany 50 Kirchheim unter Teck Tikida Bay S. A., Agadir Morocco 34 TIKIDA DUNES S. A., Agadir Morocco 30 Tikida Palmeraie S. A., Morocco 33.3 Marrakesch Togebi Holdings Limited, Nikosia Cyprus 10 Travco Group Holding S. A. E., Egypt 50 Kairo TRAVELStar GmbH, Hanover Germany 50 TRAVELStar Touristik GmbH & Co. Austria 50 OHG, Wien TUI Cruises GmbH, Hamburg Germany 50 UK Hotel Holdings FZC L. L. C., United Arab 50 Fujairah Emirates Vitya Holding Co. Ltd., Takua, Thailand 47.5 Phang Nga Province WOT Hotels Adriatic Asset Croatia 50 Company d. o. o., Tucepi All other segments .BOSYS SOFTWARE GMBH, Hamburg Germany 25.2 Responsibility Statement by Management To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group, and the group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group. Hanover, 9 December 2020 The Executive Board Friedrich Joussen David Burling Birgit Conix Sebastian Ebel Dr Elke Eller Frank Rosenberger INDEPENDENT AUDITOR'S REPORT To TUI AG, Berlin and Hanover / Germany Report on the audit of the consolidated financial statements and of the combined management report Audit Opinions We have audited the consolidated financial statements of TUI AG, Berlin and Hanover / Germany, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 30 September 2020, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from 1 October 2019 to 30 September 2020, and the notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the combined management report for the parent and the group of TUI AG, Berlin and Hanover / Germany, for the financial year from 1 October 2019 to 30 September 2020. In accordance with the German legal requirements, we have not audited the content of those parts of the combined management report set out in the appendix to the auditor's report. In our opinion, on the basis of the knowledge obtained in the audit, · the accompanying consolidated financial statements comply, in all material respects, with the IFRS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) German Commercial Code (HGB) and, in compliance with these requirements, give a true and fair view of the assets, liabilities and financial position of the Group as at 30 September 2020 and of its financial performance for the financial year from 1 October 2019 to 30 September 2020, and · the accompanying combined management report as a whole provides an appropriate view of the Group's position. In all material respects, this combined management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our audit opinion on the combined management report does not cover the content of those parts of the combined management report set out in the appendix to the auditor's report. Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the combined management report. Basis for the Audit Opinions We conducted our audit of the consolidated financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation (No 537 / 2014; referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). We performed the audit of the consolidated financial statements in supplementary compliance with the International Standards on Auditing (ISA). Our responsibilities under those requirements, principles and standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report" section of our auditor's report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the combined management report. Material Uncertainty Related to Going Concern We refer to the "Viability Statement" section of the combined management report and to the chapter "Going concern reporting according to the UK Corporate Governance Code" in the notes to the consolidated financial statements, in which the management board describes that as a result of the new travel restrictions in force since autumn 2020, and since it is possible that an increase in new travel bookings and associated payments on account might fail to materialise, there are not enough financial resources available to settle TUI AG's payment obligations. In order to maintain the solvency of TUI Group, the management board thus, in principle, agreed on a third financial package with the Economic Stabilisation Fund, KfW, the dominant shareholder of TUI AG, and further financial partners. If this financial package fails to be successfully implemented, there is a risk that TUI AG might encounter insolvency in the first quarter of fiscal year 2021. As is described in the "Viability Statement" section in the combined management report and in the chapter "Going concern reporting according
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