The Phantom Shares were automatically allocated in accordance with the terms of the individual’s respective service agreements and the vesting and payment of the Phantom Shares is conditional on (i) an EPS performance target, determined over a 4-year performance period; (ii) the share price at the date of vesting; and (iii) the remuneration restrictions resulting from the second framework agreement on the granting of stabilization measures ("Framework Agreement II") concluded by TUI AG with the Economic Stabilization Fund (“Fund”) on 4 January 2021. Upon expiry of the 4-year performance period, the Supervisory Board will determine whether the conditions have been satisfied and a possible claim to a payment in respect of the Phantom Shares arises.

The Framework Agreement II stipulates that the Executive Board members (including any Group remuneration in the event of dual employment, including at a Group company that is not a material Group company) may not be granted (and thus may not be constituted) bonuses, other variable or comparable remuneration components as long as the Company makes use of the overall stabilization measures of the Fund.