TUI : Notice of AGM

Non-binding unofficial convenience translation from German

TUI AG

INVITATION

We hereby invite our shareholders to the virtual Annual General Meeting on Tuesday, 14 February 2023 at 11:00 hours (CET).

The Executive Board, with the consent of the Supervisory Board, has decided in accordance with section 26n (1) of the Introductory Act to the German Stock Corporation Act that the Annual General Meeting will be held as a virtual Annual General Meeting in accordance with section 118a of the German Stock Corporation Act. This results in certain modifications to the meeting procedures.

The General Meeting will be held without physical presence of the shareholders or their proxies at the registered office of TUI AG, Karl-Wiechert-Allee 4, 30625 Hanover, Germany. Shareholders may follow the General Meeting via live video and audio transmission on the internet and can speak and raise questions via video-communication. Shareholders who have duly registered for the General Meeting can exercise their voting rights by way of absentee voting (Briefwahl) (in writing or electronically) as well as through proxy authorisation granted. Objections to items on the agenda of the Annual General Meeting must be submitted electronically via the password-protected GM online-service to the notary instructed to keep the record of the General Meeting.

We would like to ask our shareholders to pay particular attention to the information and notices regarding the General Meeting.

TUI AG

Berlin/Hanover

Karl-Wiechert-Allee 4

30625 Hanover

Germany

The Company's share capital

is divided, at the time of convocation, into 1,785,205,853 no-par value shares carrying in principle the same number of votes. A ban of voting rights exists in relation to 551,791,672 shares. Hence, at the time of convocation, the total exercisable voting rights amount to 1,233,414,181. The Company does not hold any shares in treasury.

Securities identification numbers of voting and participating shares:

ISIN-Code	WKN
DE 000 TUA G00 0	TUA G00

Securities identification numbers of voting shares only:

ISIN-Code	WKN
DE 000 TUA G33 1	TUA G33

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Non-binding unofficial convenience translation from German

1. AGENDA
   for the Annual General Meeting of TUI AG on 14 February 2023

1. Presentation of the approved annual financial statements as of 30 September 2022, the approved consolidated financial statements, the summarised management and group management report with a report explaining the information in accordance with section 289a and section 315a of the German Commercial Code (Handelsgesetzbuch, "HGB") and the report of the Supervisory Board

The Supervisory Board approved the annual financial statements for TUI AG as at 30 September 2022, which were presented to it by the Executive Board, on 13 December 2022. The annual financial statements have thus been approved in accordance with section 172 AktG. No circumstances therefore exist that would necessitate one-off approval of the annual financial statements by the General Meeting. No resolution will therefore be passed by the General Meeting on the annual financial statements. The consolidated financial statements for the financial year that ended on 30 September 2022 were also approved by the Supervisory Board on 13 December 2022. Pursuant to sections 172 sentence 1, 173 (1) AktG, the General Meeting is not required to pass a resolution in this regard either. Likewise, the other documents set out above are, pursuant to section 176 (1) sentence 1 AktG, merely to be made available for inspection at the General Meeting, without any resolution being required in this respect. They will be available from the date of convocation, and also during the General Meeting, via the internet address www.tuigroup.com/en-en/investors/agm.

1. Resolution on the approval of the actions of the Executive Board
   The Supervisory Board and the Executive Board propose that the actions of the members of the Executive Board in the financial year that ended on 30 September 2022 be approved.
   Due to the fact that TUI AG's shares are listed on the London Stock Exchange (LSE) and in view of the corporate governance standards applicable there, approval is to take place on an individual basis, i. e. a separate resolution is to be passed for each member. The actions of the following members holding office on the Executive Board in the preceding financial year are to be approved: Friedrich Joussen (CEO until 30 September 2022), David Burling, Sebastian Ebel (CEO since 1 October 2022), Peter Krueger, Sybille Reiss and Frank Rosenberger.
2. Resolution on the approval of the actions of the Supervisory Board
   The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the financial year that ended on 30 September 2022 be approved.
   Due to the fact that TUI AG's shares are listed on the London Stock Exchange (LSE) and in view of the corporate governance standards applicable there, approval is to take place on an individual basis, i.e. a separate resolution is to be passed for each member. The actions of the following members holding office on the Supervisory Board in the preceding financial year are to be approved: Dr Dieter Zetsche (Chairman), Frank Jakobi (Deputy Chairman), Ingrid-Helen Arnold, Sonja Austermühle, Christian Baier, Andreas Barczewski, Peter Bremme, Dr Jutta A. Dönges, Prof. Dr Edgar Ernst, Wolfgang Flintermann, María Garaña Corces, Stefan Heinemann, Janina Kugel, Vladimir Lukin, Coline Lucille McConville, Helena Murano, Alexey Mordashov, Mark Muratovic, Carola Schwirn, Anette Strempel, Joan Trían Riu, Tanja Viehl and Stefan Weinhofer.

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Non-binding unofficial convenience translation from German

1. Resolution on the appointment of the auditor
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, be appointed as auditor of the annual financial statements and the consolidated financial statements for the financial year that will end on 30 September 2023 and also for the audit review of the half-year financial report for the first half of such financial year. The Supervisory Board further proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, be appointed as auditor for a potential review of additional interim financial information within the meaning of section 115 (7) of the German Securities Trading Act (Wertpapierhandelsgesetz) for the financial years that will end on 30 September 2023 and on 30 September 2024 up to the next General Meeting.
2. Resolution on the reduction of share capital by means of the redemption of three shares by the Company pursuant to section 237 (1) sentence 1, 2nd scenario in conjunction with section 237 (3) point 1 of the German Stock Corporation Act (AktG) in conjunction with section 7 (6) of the German Economic Stabilisation Acceleration Act (WStBG); amendment of the Company's Charter
   Under this item 5 of the agenda and pursuant to section 7 (6) of the German Economic Stabilisation Acceleration Act (WStBG) in connection with the recapitalisation of the Company for the purposes of section 22 of the German Stabilisation Fund Act (StFG), it is being proposed that the share capital and the number of no-par value shares of the Company be reduced by redeeming three no-par value shares; the three no-par value shares are fully paid up and are being provided to the Company by a shareholder without any consideration to be rendered in return. The capital reduction proposed under this agenda item 5 is a preliminary measure to enable the capital reduction proposed below under agenda item 6 on a clean consolidation ratio of ten to one and serves to implement the Repayment Agreement with the German Economic Stabilisation Fund (WSF) set out below. The redemption of the shares as per this agenda item 5 will create the situation that the Company has a share capital that is divisible by the intended consolidation ratio of ten to one for the capital reduction proposed under agenda item 6 without having fractional amounts.
   Therefore, the Executive Board and the Supervisory Board propose the following resolution:
3. 1. The share capital of the Company in the amount of EUR 1,785,205,853.00, divided into 1,785,205,853 registered no-par value shares, each representing a pro rata amount of the share capital of EUR 1.00, shall be reduced by EUR 3.00 to EUR 1,785,205,850.00, divided into 1,785,205,850 registered no-par value shares, each representing a pro rata amount of the share capital of EUR 1.00, and thus by way of a capital reduction by redemption of shares pursuant to section 237 (1) sentence 1, 2nd scenario in conjunction with section 237 (3) point 1 of the German Stock Corporation Act (AktG) in conjunction with section 7 (6) of the German Economic Stabilisation Acceleration Act (WStBG).
      The capital reduction shall be completed by redeeming three no-par value shares each representing a pro rata amount of the share capital of EUR 1.00 (thus a total of EUR 3.00), for which the issue price has been paid in full and which have been provided to the Company by a shareholder without any consideration being rendered in return and thus have been acquired by the Company. In accordance with section 237 (5) AktG in conjunction with section 7(6) sentence 5 WStBG, the amount of share capital attributable to the redeemed shares that comes to a total of EUR 3.00 shall be placed in the Company's capital reserve.

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Non-binding unofficial convenience translation from German

The capital reduction is being implemented in connection with a recapitalisation of the Company in accordance with section 22 of the German Stabilisation Fund Act (StFG) and serves the purpose of enabling a clean consolidation ratio (avoiding fractional amounts) for the capital reduction by consolidation of shares that is planned for resolution under agenda item 6.

The Executive Board shall be authorised to specify, with the approval of the Supervisory Board, the additional details of the capital decrease and its implementation.

1. Article 4(1) and 4(2) of the Company's Charter shall be amended as follows:

"(1) The share capital of the Company amounts to EUR 1,785,205,850.00 (in words: one billion, seven hundred and eighty-five million, two hundred and five thousand, eight hundred and fifty euros)."

"(2) The share capital is split into 1,785,205,850 no-par value shares."

6. Resolution on the reduction of the share capital for the purpose of allocating a portion of the share capital to the capital reserve in accordance with sections 222 et seqq. AktG in conjunction with section 7 (6) WStBG by consolidating shares; amendment to the Company's Charter

Based on an Agreement on the Repayment of Stabilisation Measures ("Repayment Agreement") entered into between the Economic Stabilisation Fund (WSF) and the Company on 13 December 2022, inter alia, the share capital of the Company is to be reduced in connection with a recapitalisation for the purposes of section 22 StFG pursuant to section 7 (6) WStBG in conjunction with sections 222 et seq. AktG by consolidating shares at a ratio of ten to one by allocating part of the Company's share capital to the Company's capital reserve in order to strengthen the Company's long-term financing capability.

Existing Stabilisation Measures

The background to the resolution under this agenda item 6 is the fact that the WSF agreed Stabilisation Measures with the Company following the impact of the COVID-19 pandemic:

The recapitalisation was carried out by means of, among other things, two silent interests in the Company with the WSF as a silent shareholder (section 22 (1) sentence 2, 4th scenario StFG in conjunction with section 10 WStBG) with contributions of EUR 420,000,000.00 ("Silent Participation I") and EUR 671,000,000.00 ("Silent Participation II"), with the Company having already repaid the Silent Contribution II to the WSF in full as at 30 June 2022. At the Company's Annual General Meeting on 5 January 2021 its shareholders resolved to grant a conversion right to the WSF or its successor for the Silent Participation I, allowing it to convert up to 420,000,000 new registered no-par value shares in the Company representing a pro rata amount of the share capital of EUR 1.00 ("TUI Shares") at any time and at a conversion ratio of one-to-one. The WSF has not yet availed of this conversion right.

Furthermore, in 2020, the Company issued to the WSF a warrant-linked bond running until 2026 in the original amount of EUR 150,000,000.00 ("Warrant Bond") together with 58,674,899 detachable warrants ("Warrants") (together with Silent Participation I also referred to as "Stabilisation Measures"). The Company has already repaid a part of the Warrant Bond to the WSF, so that the Warrant Bond still exists in the nominal amount of EUR 58,700,000.00. The Warrants entitle their holders (subject to adjustment of the subscription ratio and the option

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Non-binding unofficial convenience translation from German

price in accordance with the option terms and conditions) to subscribe for a current total of 58,674,899 new TUI Shares at an option price of currently EUR 1.00 each, whereby the option price can also be paid by contributing the Warrant Bond. The Warrant Bond and all Warrants are still held by the WSF, which has not exercised any option rights to date.

In addition, the Company was granted, in particular, a number of credit lines by Kreditanstalt für Wiederaufbau ("KfW"), which are currently still available in the amount of EUR 2,100,300,000 ("KfW Lines of Credit"). According to the contractual agreements, the KfW Lines of Credit are to be repaid at least in part in the event of a capital increase being carried out by the Company.

Purpose of the Repayment Agreement

The Repayment Agreement gives the Company the right until 31 December 2023 (i) to terminate and repay the Silent Participation I in full and (ii) to repurchase the Warrant Bond and the Warrants in full from the WSF at a repayment price totalling EUR 730,113,240.00 plus interest accruing until repayment under the Stabilisation Measures. In economic terms, this price takes into account the existing conversion and subscription rights of the WSF. If the weighted average stock exchange price of the TUI Shares during the last fifteen calendar days prior to the date of the public announcement of the Refinancing Capital Increase referred to below, net of the increase effect of the reverse stock split proposed under this agenda item 6 ("Adjusted Average Price"), is higher than EUR 1.6816 per TUI Share, the Repurchase Price will be increased in accordance with the Repurchase Agreement as follows: The Adjusted Average Price less a market placement discount of 9.3% will be multiplied by the total nominal amount of the Stabilisation Measures of EUR 478,700,000.00, whereby the repurchase price may be increased to a maximum of EUR 957,400,000.00.

The WSF undertakes not to exercise its conversion and option rights under the Silent Participation I and the Warrants until 31 December 2023. The Company undertakes to exercise its repayment and repurchase right under the Repurchase Agreement in the event of a successful implementation of the Refinancing Capital Increase referred to below. If the Stabilisation Measures are not completely ended by 31 December 2023, the Company will pay the WSF a standstill premium in line with market conditions.

Against this backdrop, the WSF and the Company agreed on the following transaction structure for the implementation of the complete end of the Stabilisation Measures:

According to the terms of the Repayment Agreement, the first step is to sustainably improve the Company's financing capability on the capital markets by means of the capital reduction proposed under this agenda item 6. By consolidating the TUI Shares at a ratio of ten to one, the difference between the stock exchange price of the TUI Shares expected after the implementation of the capital reduction and the lowest pro rata amount of the share capital per no-par value share of EUR 1.00 will be significantly increased. This measure thus sustainably enables the issuance of new TUI Shares at market conditions in the context of future capital increases, specifically in the context of and for the purpose of completely repaying and ending the existing Stabilisation Measures. Accordingly, the capital reduction proposed under this agenda item 6 will be carried out by applying the WStBG.

As a second step, the Repayment Agreement places an obligation on the Company to the extent permitted by law to use its best efforts to complete rights issues using the Authorised Capital 2022/I (in the amount of EUR 162,291,441.00) under Article 4 (5) of the Company's Charter and, if applicable, the Authorised Capital 2022/II pursuant to section 4 para. 7 of the Company's Charter (in the amount of EUR 626,907,236.00) in the period from the effective date of the

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