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Tui - February 19th, 2019

General: Supervisory Board member Prof. Dr. Edgar Ernst is a member of the Advisory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

Items 4.3 and 4.14: We recommend to oppose the discharge of Supervisory Board members Peter Long and Alexey Mordashov due to their insufficient attendance at Supervisory Board and committee meetings in financial year 2017/2018.

Item 8: Approval is sought for the unchanged remuneration system which has been applicable since financial year 2017/2018. Disclosure is in line with market practice. The level of actual remuneration in financial year 2017/2018 is not considered to be excessive. However, we have concerns over the structure of the potential maximum remuneration that may be paid to Management Board members: The maximum total remuneration is capped at EUR 7.5m for the CEO (~682% of base salary) and at EUR 3.5m for the other Management Board members (~515-583% of base salary) which significantly exceeds ECGS guidelines according to which the maximum total remuneration should not exceed 400% of base salary. We therefore recommend to oppose the remuneration system for Management Board members.


TUI is engaged in the tourism business, operating in some 180 countries. Co.'s segments include Hotels & Resorts, Cruises and Other Tourism. The Hotels & Resorts segment comprises all Group-owned hotels and hotel companies in TUI Group. The segment comprises majority participations in hotels, joint ventures with local partners, stakes in companies. The Cruises segment consists of Hapag-Lloyd Cruises and the joint venture TUI Cruises. Other Tourism segment comprises central functions such as destination services, IT, aviation control and the French airline Corsair.


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