AGM 2026

Supplementary motions/Counter-motions/Election proposals

Supplementary motions if they fulfill the requirements of section 122 (2) AktG
Counter-motions/Election proposals pursuant to sections 126, 127 AktG that may be received by us will be published here if they have to be made accessible for legal requirements

Statement of the Management on the counter-motions submitted by Dr Nader Ben Said regarding agenda items 3 and 4

Non-binding unofficial convenience translations from German:

COUNTER-MOTION REGARDING ITEM 2

Submitter: Michael and Anja Bestgen

Re. Item 2 of the Agenda: Use of the net profit available for distribution – dividend proposal

Dear Sir or Madam,

I am submitting the following proposal for the Annual General Meeting (AGM):

Increase dividend from €0.10 to €0.20 per share for 2025.

Reasoning:

The shareholders have been significantly challenged in recent years, and raising the dividend to approximately 23% of profits does not seem excessive to me.

If you wish to support or reject the counter-motion, please vote on the reply form or via the Investor Portal at the counter-motion "A".

COUNTER-MOTION REGARDING ITEM 9.1

Submitter: Armin Klein

Re. Item 9.1 of the Agenda: "Resolution on the authorisation of the Executive Board to decide on virtual General Meetings, Article 21 (8) of the Charter – amendment to the Charter”
Dear Sir or Madam,

I hereby submit the following counter-motion to agenda item 9.1:

I adopt the wording of Article 21 Paragraph 8 of the Charter of TUI AG as proposed by you, but supplement it with the following:

"This authorisation shall apply only if, since the conclusion of the last Annual General Meeting, at least one of the conditions listed below has been met on at least one day at the company's registered office, at the location of the last Annual General Meeting held in person, or at both locations:

1. Pandemic

2. Epidemic

3. War (including the imposition of martial law)

4. Civil unrest (including terrorist attack)

5. Natural disaster

6. Official ban on gatherings

7. Declaration of a state of emergency

If none of the aforementioned conditions are met, the Executive Board shall be authorised, with the approval of the Supervisory Board, to hold the Annual General Meeting as a hybrid meeting, to the extent permitted by law. This means that every shareholder has the right to participate virtually in the Annual General Meeting, but there is no right to exclude physical attendance in this case."

Reasoning:

It is correct that the Executive Board has the right to hold Annual General Meetings virtually in a crisis situation. This serves to ensure the safety and health of all participants and the continued existence of our company. However, such authorisation must not be used excessively.

A purely virtual Annual General Meeting can never replace an in-person Annual General Meeting. It is a good emergency solution in crisis situations. In particular, cost considerations do not justify holding a virtual Annual General Meeting and must therefore be excluded.

Furthermore, I am not aware of what resources would be saved by eliminating travel to and from the meeting if it were held virtually. After all, Deutsche Bahn AG advertises its climate-neutral operations. Moreover, the Annual General Meeting does not affect public transport schedules. Furthermore, I find it contradictory that a travel company sees an advantage in shareholders incurring no travel expenses. In my opinion, this contradicts the company's business model.

I would also like to point out that not every shareholder has the opportunity to participate in a purely virtual Annual General Meeting. This could be due to technical reasons (e.g., no internet access) or health reasons (e.g., limitations or prohibitions on screen time due to eye conditions).

I therefore request that you consider my counter-motion favorably and recommend its adoption.

Thank you in advance for your efforts.

Sincerely,

Armin Klein

If you wish to support or reject the counter-motion, please vote on the reply form or via the Investor Portal at the counter-motion "B".

COUNTER-MOTION REGARDING ITEM 3

Submitter: Dr Nader Ben Said

Re. Item 3 of the Agenda: Resolution on the approval of the actions of the Executive Board pursuant to Article 126 Paragraph 1 of the German Stock Corporation Act (AktG)

The Annual General Meeting resolves to adopt the resolution proposed by the Executive Board and the Supervisory Board regarding agenda item 3 as follows:

The approval of the actions of the Executive Board of TUI AG for the financial year ending September 30, 2025, is granted on a differentiated basis.

1. Mr. Peter Krueger is granted discharge.

2. Mr. Sebastian Ebel, Mr. Mathias Kiep, Ms. Sybille Reiss, and Mr. David Schelp are not granted discharge.

Reasoning:

Discharge is not a mere formality, but a crucial decision of confidence by the shareholders. This confidence is not justified for the Executive Board members named in point 2. The decisive factor is a pattern of insufficient financial commitment to the company that has been evident for years, as well as a previously signaled lack of commitment in an existential crisis situation.

1. Systematic Disregard for Own Governance Guidelines (“Skin in the Game”)

The 2025 Remuneration Report documents a clear and common failure: Four out of five board members significantly fall short of the self-imposed minimum share ownership targets (Share Ownership Guidelines) that have been in effect since October 1, 2024. With compliance rates of only 6% to 31% (2025 Remuneration Report, p. 235), they demonstrate a remarkably low level of personal financial commitment to the company, for which they bear overall strategic and operational responsibility. The continued failure to meet key governance principles undermines the principle of alignment of interests between the board and shareholders and devalues the credibility of the entire remuneration system. Governance rules that are not adhered to by the top management itself lose their legitimizing effect.

2. Failure to make a commitment in a clear opportunity situation

This lack of commitment is all the more serious given that TUI AG's share price traded at a historically low valuation level for much of the relevant fiscal year. In such a situation, it is customary and expected that a member of the Executive Board would make a visible commitment to the company's future viability by investing their own capital. The deliberate omission of such an investment, however, sends the opposite signal: It fuels doubts as to whether the individuals involved are themselves convinced of the company's long-term value. A management board that fails to demonstrate its own financial confidence during a period of extreme undervaluation significantly weakens the credibility of its strategic statements to the capital market and shareholders.

3. Previous signal of a lack of commitment in the existential crisis

Shareholder confidence has already been severely damaged in the past. During the last capital increase, which was essential for the company's survival, members of the Executive Board did not fully exercise their subscription rights.

Especially in such an exceptional situation, a unified and unambiguous financial commitment from the management would have been necessary. The partial omission of this commitment:

• sent a problematic signal to the capital markets and the subscribed shareholders,

• weakened the persuasiveness of the vital financing measure,

• and damaged trust in the personal identification of the board members with their own restructuring and future concept.

4. Differentiation as an appropriate and necessary corrective measure

Mr. Peter Krueger is expressly granted approval of actions. He is the only board member who not only met the Share Ownership Guidelines but even exceeded them with 110%. This demonstrates that the targets are realistic and achievable, and represents a clear personal commitment to the financial commitment to the company. The differentiated refusal to grant approval of actions to the remaining members of the Executive Board is therefore an appropriate, proportionate, and necessary signal from the Annual General Meeting. It expresses that personal responsibility, credible commitment, and established governance are not merely non-binding guiding principles, but rather prerequisites for the trust of the shareholders.

You can support the counter-motion by voting "NO" on the relevant agenda items.

COUNTER-MOTION TO ITEM 4

Submitter: Dr. Nader Ben Said

Re. Item 4 of the Agenda: Resolution on the approval of the actions of the Supervisory Board pursuant to Article 126 Paragraph 1 of the German Stock Corporation Act (AktG)

The resolution proposed by the Executive Board and the Supervisory Board regarding agenda item 4 is adopted differently. The Annual General Meeting resolves not to approve of the actions of the Chairman of the Supervisory Board, Dr Dieter Zetsche, or of the members of the Supervisory Board's Audit Committee for the financial year ending September 30, 2025. A separate vote will be held on the approval of the actions of the remaining members of the Supervisory Board.

Reasoning:

The approval of actions requires that the respective conduct of office can be assessed by the shareholders as responsible, trustworthy, and effective. This basis of trust is not present with regard to the Chairman of the Supervisory Board or the members of the Audit Committee – the central control body for financial and remuneration matters.

1. Special Responsibility of the Chairman of the Supervisory Board and the Audit Committee

The Chairman of the Supervisory Board is responsible for leading and shaping the entire body. He therefore bears special responsibility for its effectiveness, unity, and credibility vis-à-vis the capital market and shareholders. The Audit Committee plays a prominent role in monitoring the financial reporting, the internal control systems, and, in particular, the design and effectiveness of the Executive Board's remuneration system. The General Meeting's confidence is measured against this responsibility.

2. Erosion of Confidence in the Existential Crisis

Shareholder confidence was significantly undermined by the conduct of the Chairman of the Supervisory Board in connection with the recent capital increase, which was of vital importance for the continued existence of TUI AG. Dr Dieter Zetsche did not fully exercise his subscription rights. Regardless of individual motives, this behavior was not confidence-building from the shareholders' perspective in such an exceptional situation:

It did not convey the image of unified, full support from management for its own rescue measures.
It weakened the persuasive power with the capital market and shareholders who were asked to subscribe.
It damaged the symbolic role model function that the chairman of the supervisory board has in such a situation.

Especially in an existential crisis, shareholders expect an unequivocal personal commitment to the stabilization and future of the company from the supervisory board – and particularly from its chairman.

3. Lack of analysis and insufficient consequences by the audit committee

From the shareholders' perspective, the audit committee failed to transparently address this issue, which is central to trust, to the General Meeting or to derive any discernible consequences from it. This reinforces the impression of an inadequate performance of its control and mediation function towards the owners.

4. Persistent Deficiencies in Remuneration and Incentive Control

The lack of trust continues in the ongoing monitoring of the Executive Board remuneration system, as the 2025 Remuneration Report shows:

Lack of enforcement power: Four out of five board members significantly fail to meet their self-imposed Share Ownership Guidelines (p. 235), without any apparent effective consequences or timely corrective measures
Reluctance to reform: Despite known criticism of the one-sided design of long-term remuneration, a structural adjustment is not anticipated until fiscal year 2028 (p. 223)
Limited transparency: The failure to disclose absolute target values (p. 228) inexplicably limits the shareholders' ability to monitor and assess the system

Furthermore, it is significant that the monitored remuneration system has evidently failed to establish credible financial alignment between the board and shareholders during a period of historically low valuations. This raises fundamental questions about the effectiveness of existing incentive and control mechanisms.

Conclusion

A supervisory board chairman whose personal conduct during the existential crisis has shaken shareholder confidence, and an audit committee that has neither visibly restored this confidence nor convincingly fulfilled its central task of effective, transparent remuneration control, cannot claim the confidence of the General Meeting. The refusal to approve the actions of these bodies is therefore not an act of escalation, but rather an appropriate and necessary signal from the owners for more consistency, credibility, and active governance.

You can support the counter-motion by voting "NO" on the relevant agenda items.

COUNTER-MOTION TO ITEM 7

Submitter: Dr. Nader Ben Said

Re. Item 7 of the Agenda: Resolution on an authorisation to acquire and use own shares

Counter-motion pursuant to article 126 Paragraph 1 of the German Stock Corporation Act (AktG)

The resolution proposed by the Management Board and the Supervisory Board on Agenda Item 7 is adopted with the following modification:

Point 1 of the explanatory statement for the resolution proposal

(“This measure serves to strengthen the company’s ability to act and to create sustainable value for shareholders.”)

is replaced as follows:

“This measure primarily serves to protect existing shareholders from dilution effects, in particular from the exercise of conversion rights from existing convertible bonds and subscription rights from authorized capital. Therefore, when considering its potential applications, the exercise of this authorization should be primarily aligned with market phases and share price levels where an effective limitation of value and voting rights dilution can be expected in the interest of existing shareholders. Only secondarily does the authorization serve to generally strengthen the company’s ability to act and to create sustainable value for shareholders.”

Furthermore, the resolution proposed by the Executive Board and the Supervisory Board is approved.

Reasoning:

The proposed authorization is fundamentally sound. However, its current justification remains too general and grants the Executive Board a very broad discretionary scope that is not sufficiently linked to specific shareholder interests.

In view of the existing and foreseeable dilution risks for existing shareholders – particularly arising from the outstanding convertible bond and authorized capital – it is the responsibility of the Annual General Meeting to clearly define the primary purpose of this authorization.

1. Specification of the primary purpose of the authorization

The central benefit of a share buyback for existing shareholders lies in the protection against dilution of value and voting rights. This purpose is of paramount importance from the owners' perspective and must therefore be explicitly emphasized as the primary objective of the authorization.

The other uses mentioned in the invitation – such as acquisition currency or employee share ownership plans – are subordinate in comparison. They must not lead to the anti-dilution protection of the invested shareholders being effectively sidelined.

2. Focus on concrete and already known dilution risks

The company is facing the potential conversion of a substantial convertible bond. In such an environment, the repurchase of its own shares at prices below the conversion price can be a particularly efficient and value-preserving use of the authorization, directly benefiting existing shareholders.

The current proposed resolution does not explicitly name this obvious purpose and leaves its consideration entirely to the discretion of the Executive Board. This does not do justice to the significance of the measure for the shareholder structure.

3. Clear signal from the shareholders' meeting

The General Meeting is entitled to clearly define the underlying purpose when granting authorizations. The present counter-motion makes it clear:

From the owners' perspective, share buybacks are not just any financial instrument,

but primarily an instrument to protect the investing shareholder community from dilution.

4. Legal certainty and preservation of management authority

The proposal does not change the volume, the term, or the legal framework of the authorization. It does not interfere with the operational decision-making freedom of the Executive Board, but rather formulates a clear prioritization in the balancing of interests, which serves as a benchmark for accountability to the Annual General Meeting.

This strengthens transparency, clarity of expectations, and accountability without restricting the company's ability to act.

Concluding remarks

A share buyback program that does not explicitly prioritize the protection of existing shareholders from dilution misses its most important purpose from the owners' perspective. This counter-motion corrects this lack of prioritization and puts the interests of the capital providers in the spotlight where they belong.

If you wish to support or reject the counter-motion, please vote accordingly on the answer sheet or in the Investor Portal under counter-motion “C”.

COUNTER-MOTION REGARDING ITEM 3

Submitter: Dachverband der Kritischen Aktionäre

Re. Item 3 of the Agenda: Resolution on the approval of the actions of the Members of the Executive Board

The Dachverband der Kritischen Aktionäre moves that the members of the Executive Board be denied approval of the actions.

Reasoning:

The Executive Board has not adequately fulfilled its duty of care. Despite warnings from the animal rights organization PETA, it is clinging to its marine park business, while TUI Cruises continues to rely on environmentally damaging heavy fuel oil and LNG instead of climate-friendly alternatives. Measures taken by the TUI Care Foundation have no demonstrable impact on the local population.

Continued Dolphin Suffering Despite Warnings from Animal Rights Organization PETA

Despite years of awareness campaigns by PETA and other animal rights organizations about the suffering of dolphins in captivity, the board of TUI AG has failed to end its business relationships with marine parks where orcas and bottlenose dolphins are confined to concrete tanks and sometimes even used in shows to entertain the public.

Scientific studies prove that keeping orcas in captivity often leads to physical and psychological problems, manifesting, for example, in broken teeth, bent dorsal fins, apathetic or aggressive behavior, and premature death.

TUI continues to profit financially from tourist activities involving marine mammals in captivity, while other tour operators have ended such partnerships. The board has thus failed to meet its social and corporate due diligence obligations. Continuing these business relationships with marine parks is not only unethical, but also damages the company's reputation and poses significant reputational risks.

NABU warns: Heavy fuel oil and LNG instead of a genuine climate strategy

TUI Cruises continues to rely on particularly environmentally damaging heavy fuel oil, criticizes NABU. This seems outdated and casts a negative light on future announcements and some promising technical approaches to environmentally friendly ship operation. Eliminating heavy fuel oil would be a technically simple step that would not only benefit climate and health protection, but would also have a positive impact on marine environmental protection. As long as the "Mein Schiff" fleet continues to burn heavy fuel oil, not only will the air and climate be polluted, but enormous quantities of environmentally harmful wash water from the desulfurization plants will also be discharged into the sea. This demonstrably has negative consequences for marine organisms. This was recently confirmed by the Bundesamt für Seeschifffahrt und Hydrographie (Federal Maritime and Hydrographic Agency) in a comprehensive series of studies. The Federal Republic of Germany is advocating for a ban on this practice. In Denmark, Sweden, and Finland, the discharge of wastewater from heavy fuel oil use and subsequent exhaust gas cleaning is already prohibited. The fact that the "Mein Schiff" fleet continues to rely on this technology contradicts assurances regarding environmental and climate protection.

Contradictory developments are occurring in the expansion of the fleet. While the "Mein Schiff 7" can run on climate-friendly methanol, the "Mein Schiff Relax" was designed for use with conventional, particularly climate-damaging LNG. By choosing LNG for the new ships, the shipping company has taken a significant future risk, as it has no place among the future climate-neutral propulsion technologies for shipping. While LNG can, in principle, be produced synthetically, methane slip and its associated climate damage remain. Furthermore, synthetic LNG is not competitive with other synthetic fuels that are either much cheaper to produce or much easier to use, such as methanol.

Lack of Transparency at the TUI Care Foundation

The Executive Board presents the TUI Care Foundation as a sustainable educational initiative through which the local population benefits from tourism. However, the Non-Financial Group Statement provides no evidence to support this claim, such as training figures, placement rates, or wage comparisons with regional standards. This makes independent effectiveness monitoring of the programs impossible.

This deficiency is serious because the Group can exploit educational deficits in economically weak destinations for its own benefit through these programs. Young people are trained in tourism professions, directly hired by TUI, and employed at appropriate local wages. This creates dependencies instead of sustainable improvements in rights and casts doubt on the actual impact of the "changemaker" initiative.

TUI AG lacks transparency regarding the impact on its own workforce in accordance with the European Sustainability Reporting Standards (ESRS S1). We demand an independent audit of all TUI Care Foundation programs, including wage comparisons with cost of living and long‑term studies on employment development.

You can support the counter-motion by voting "NO" on the relevant agenda items.

COUNTER-MOTION TO ITEM 4

Submitter: Dachverband der Kritischen Aktionäre

Re. Item 4 of the Agenda: Resolution on approval of the actions of the members of the Supervisory Board

The Dachverband der Kritischen Aktionäre proposes that the Supervisory Board members be denied approval of the actions.

Reasoning:

The Supervisory Board has failed as a control body. It approved a partnership with the Prince Holding Group, supports cluster expansion without an environmental risk analysis, and conceals security gaps.

International Investigations Against Former Business Partner

In 2024, TUI AG decided to manage a hotel belonging to "Prince Real Estate" under the "TUI Blue" brand. In May 2025, the hotel in question opened in Sihanoukville, Cambodia, without any further engagement with the new business partner.

Prince Real Estate is a subsidiary of the Cambodian conglomerate "Prince Holding Group," led by entrepreneur Chen Zhi. As early as 2020, Chinese authorities investigated the Prince Group for money laundering, fraud, and illegal gambling, but no convictions were obtained. In October 2025, serious allegations against Chen Zhi and the Prince Group became public. The US Department of Justice froze approximately $15 billion in cryptocurrency reserves, allegedly obtained through fraud. Authorities in London, Singapore, and Hong Kong seized real estate, cars, and other assets belonging to the Prince Group. Chen Zhi was accused of luring Asian workers with the promise of good, legal jobs to so-called "scam centers," where they were forced to commit online fraud under threat of violence and confiscation of their passports.

In light of these allegations, TUI AG announced that it had terminated its partnership because the owning company had failed to meet its contractual obligations for hotel operations according to its brand standards.

How could TUI AG have even entered into a partnership with this business group, which had previously been under investigation and appeared to be deeply involved in a transnational criminal network? These events raise serious doubts about the thoroughness of the due diligence process within TUI AG. The Supervisory Board must ensure that no business relationships are entered into with disreputable or even criminal organizations. It has failed to adequately fulfill this duty in this case.

Cluster Strategy in Oman Without Regard for the Environment and Local Conditions

The Supervisory Board is pursuing an aggressive cluster strategy without adequately assessing ecological and social risks. TUI is developing destination clusters where flights, hotels, cruises, and excursions are offered from a single source, which increases margins and balances seasonality.

In this way, TUI is creating largely isolated tourism ecosystems in which the corporation controls a large portion of the value chain, while the benefits for the local population are insufficiently documented.

We view the strategic partnership in Oman with particular concern. TUI intends to develop Dhofar into a new cluster with five hotels and cruise ship connections and establish Oman as a "leading sun and beach destination." At the same time, the state-owned development corporation OMRAN is becoming a shareholder in TUI, leading to an entanglement of capital interests and location development.

The annual report provides no information on how water consumption, energy demand, waste streams, and import quotas are to be limited in a country that is already water-scarce and climatically vulnerable. In a country where over 80% of drinking water comes from energy-intensive desalination and coastal ecosystems suffer from eutrophication, warming, and biodiversity loss, the impact of an additional large-scale tourism cluster on the environment and local needs remains largely unaddressed. Against this backdrop, the propagated narrative of local participation in tourism increasingly appears to be a PR strategy. Furthermore, there is no evidence of how much of the added value actually remains in the region and what the import share will be.

The Supervisory Board should have demanded a risk analysis of water scarcity, marine ecosystems, and local supply structures before granting its approval.

Inadequate Risk Management

The Supervisory Board systematically neglected risk management for external service providers in the supply chain. On November 9, 2025, a catamaran carrying approximately 50 guests of the "Mein Schiff 1" sank in Samaná Bay – fortunately without fatalities or injuries. TUI Cruises offered compensation. However, the 2024/25 annual report is completely silent on this incident and its causes. External excursion providers are apparently not subject to TUI's safety standards, which is a serious deficiency given the global scale of the business and the development of clusters.

In this context, the risk report makes no mention of partner risk assessment or preventive measures.

You can support the counter-motion by voting "NO" on the relevant agenda items.

COUNTER-MOTION TO ITEM 10

Submitter: Dachverband der Kritischen Aktionäre

Re. Item 10 of the Agenda: Resolution on the Approval of the Remuneration Report

The Dachverband der Kritischen Aktionäre proposes that this year's remuneration report not be approved.

Reasoning:

The remuneration system in its current form does not create sufficient incentives for ambitious and long-term climate protection. Stalled progress and the failure to achieve the self-imposed ESG targets are the result.

Remuneration without substantial sustainability incentives

The remuneration system integrates ESG targets only via a sustainability multiplier in the Short Term Incentive (STI), which ranges from 0.8 for failure to achieve to 1.2 for full achievement. The Supervisory Board determines both the targets and the degree of target achievement. The following ESG targets were agreed upon for the past fiscal year:

Increase in the Net Promoter Score (customer satisfaction), improvement in the employee engagement index, and CO₂ reduction according to the TUI Sustainability Agenda 2030. In our view, this design is insufficient. Only one ESG target addresses climate and the environment. Furthermore, despite well-known criticism from investors and proxy advisors, which was also voiced at the TUI Annual General Meeting in 2025, the company is maintaining its purely Earnings Per Share (EPS)-based Long Term Incentive (LTI) system. The LTI therefore contains no sustainability criteria whatsoever.

The actual portion of compensation attributable to pursuing climate protection goals is consequently only 1.3 to 1.9 percent of total compensation this year.

TUI is lagging behind its own emissions targets

The consequences of this lack of incentives can be seen, for example, in the sluggish progress made on the company's self-imposed emissions reduction targets.

The goal of achieving a 27.5 percent CO₂ reduction in the cruise business by 2030 currently appears almost impossible. Since 2019, TUI AG has only been able to reduce annual emissions in this sector by 5.5 percent. The company must therefore more than quadruple its pace to achieve its own targets, which are already incompatible with the 1.5-degree target. TUI is also lagging behind its own CO₂ targets in its Airlines and Hotels & Resorts business units.

Zero EU Taxonomy Compliance

Furthermore, the annual report for the current year states that 0 percent of all revenues, operating expenses, and capital expenditures were taxonomy-compliant. This zero figure reinforces doubts about TUI's ability to achieve its own targets, as projects declared sustainable do not yet appear to be environmentally friendly enough to be taxonomy-compliant, i.e., certified ecologically sustainable. We urge that incentives for genuine, ambitious climate protection be created in the coming fiscal year. The company should not lack awareness of the problem: "All of the TUI Group's business activities are to be classified as climate-intensive," states the current annual report.

You can support the counter-motion by voting "NO" on the relevant agenda item.

AGM 2026

Supplementary motions/Counter-motions/Election proposals

Supplementary motions if they fulfill the requirements of section 122 (2) AktG
Counter-motions/Election proposals pursuant to sections 126, 127 AktG that may be received by us will be published here if they have to be made accessible for legal requirements

Statement of the Management on the counter-motions submitted by Dr Nader Ben Said regarding agenda items 3 and 4

Non-binding unofficial convenience translations from German:

COUNTER-MOTION REGARDING ITEM 2

Submitter: Michael and Anja Bestgen

Re. Item 2 of the Agenda: Use of the net profit available for distribution – dividend proposal

Dear Sir or Madam,

I am submitting the following proposal for the Annual General Meeting (AGM):

Increase dividend from €0.10 to €0.20 per share for 2025.