Assurance of the independent German public auditor on a limited assurance engagement in relation to the non-financial group declaration included in the combined management report
To TUI AG, Hanover/Germany
Assurance Conclusion
We have conducted a limited assurance engagement on the non-financial group declaration of TUI AG, Hanover/Germany, for the financial year from 1 October 2024 to 30 September 2025, included in the section “Non-Financial Group Declaration of TUI Group” of the combined management report for complying with Sections 315b and 315c German Commercial Code (HGB) including the disclosures for complying with the requirements under Article 8 of Regulation (EU) 2020/852 included in this non-financial group declaration (hereafter referred to as “the Consolidated Non-Financial Reporting”).
Not subject to our assurance engagement are
- the prior year’s disclosures marked as unassured,
- the references to information of the Company outside of the combined management report, which are contained in the Consolidated Non-Financial Reporting and referred to as “references to further information”, and
- the references to external sources of documentation and websites, including their content, contained in the Consolidated Non-Financial Reporting.
Based on the procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the accompanying Consolidated Non-Financial Reporting for the financial year from 1 October 2024 to 30 September 2025 is not prepared, in all material respects, in accordance with Sections 315b and 315c HGB and the requirements of Article 8 of Regulation (EU) 2020/852, and the specifying criteria presented by the executive directors of the Company.
Basis for the Assurance Conclusion
We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”, issued by the International Auditing and Assurance Standards Board (IAASB).
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities under ISAE 3000 (Revised) are further described in section “German Public Auditor’s Responsibilities for the Assurance Engagement on the Consolidated Non-Financial Reporting”.
We are independent of the entity 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. Our audit firm has applied the requirements of the IDW Quality Management Standards. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our assurance conclusion.
Emphasis of Matter –
Principles of Preparation of the Consolidated Non-Financial Reporting
Without modifying our conclusion, we draw attention to the details provided in the Consolidated Non-Financial Reporting, which describe the principles of preparation of the Consolidated Non-Financial Reporting. According to these principles, the Company has applied the European Sustainability Reporting Standards (ESRS) to the extent described in the sections BP-1 and IRO-2 of the Consolidated Non-Financial Reporting.
Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Non-Financial Reporting
The executive directors are responsible for the preparation of the Consolidated Non-Financial Reporting in accordance with the applicable German legal and European requirements as well as with the specifying criteria presented by the executive directors of the Company and for designing, implementing and maintaining such internal control as they have considered necessary to enable the preparation of a consolidated non-financial reporting in accordance with these requirements that is free from material misstatement, whether due to fraud (i.e. fraudulent reporting in the Consolidated Non-Financial Reporting) or error.
This responsibility of the executive directors includes establishing and maintaining the materiality assessment process, selecting and applying appropriate reporting policies for preparing the Consolidated Non-Financial Reporting as well as making assumptions and estimates and ascertaining forward-looking information for individual sustainability-related disclosures.
The supervisory board is responsible for overseeing the process for the preparation of the Consolidated Non-Financial Reporting.
Inherent Limitations in Preparing the Consolidated Non-Financial Reporting
The applicable German legal and European requirements contain wording and terms that are subject to considerable interpretation uncertainties and for which no authoritative comprehensive interpretations have yet been published. The executive directors have disclosed interpretations of such wording and terms in the Consolidated Non-Financial Reporting. The executive directors are responsible for the reasonableness of these interpretations. As such wording and terms may be interpreted differently by regulators or courts, the legality of measurements or evaluations of the sustainability matters based on these interpretations is uncertain. The quantification of non-financial performance indicators disclosed in the Consolidated Non-Financial Reporting is also subject to inherent uncertainties.
These inherent limitations also affect the assurance engagement on the Consolidated Non-Financial Reporting.
German Public Auditor’s Responsibilities for the Assurance Engagement on the Consolidated Non-Financial Reporting
Our objective is to express a limited assurance conclusion, based on the assurance engagement we have conducted, on whether any matters have come to our attention that cause us to believe that the Consolidated Non-Financial Reporting has not been prepared, in all material respects, in accordance with the applicable German legal and European requirements and the specifying criteria presented by the executive directors of the Company and to issue an assurance report that includes our assurance conclusion on the Consolidated Non-Financial Reporting.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgement and maintain professional scepticism. We also
- obtain an understanding of the process used to prepare the Consolidated Non-Financial Reporting, including the materiality assessment process carried out by the entity to identify the disclosures to be reported in the Consolidated Non-Financial Reporting.
- identify disclosures where a material misstatement due to fraud or error is likely to arise, design and perform procedures to address these disclosures and obtain limited assurance to support the assurance conclusion. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
- consider the forward-looking information, including the appropriateness of the underlying assumptions. There is a substantial unavoidable risk that future events will differ materially from the forward-looking information.
Summary of the Procedures Performed by the German Public Auditor
A limited assurance engagement involves the performance of procedures to obtain evidence about the sustainability information. The nature, timing and extent of the selected procedures are subject to our professional judgement.
In performing our limited assurance engagement, we
- evaluated the suitability of the criteria as a whole presented by the executive directors in the Consolidated Non-Financial Reporting.
- inquired of the executive directors and relevant employees involved in the preparation of the Consolidated Non-Financial Reporting about the preparation process, including the materiality assessment process carried out by the entity to identify the disclosures to be reported in the Consolidated Non-Financial Reporting, and about the internal controls related to this process.
- evaluated the reporting policies used by the executive directors to prepare the Consolidated Non-Financial Reporting.
- evaluated the reasonableness of the estimates and related information provided by the executive directors.
- performed analytical procedures or tests of details and made inquiries in relation to selected information in the Consolidated Non-Financial Reporting.
- considered the presentation of the information in the Consolidated Non-Financial Reporting.
- considered the process for identifying taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Consolidated Non-Financial Reporting.
Restriction of Use
We issue this report as stipulated in the engagement letter agreed with the Company (including the “General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms)” dated 1 January 2024 of the Institut der Wirtschaftsprüfer (IDW)). We draw attention to the fact that the assurance engagement was conducted for the Company’s purposes and that the report is intended solely to inform the Company about the result of the assurance engagement. Consequently, it may not be suitable for any other than the aforementioned purpose. Accordingly, the report is not intended to be used by third parties as a basis for making (financial) decisions.
Our responsibility is to the Company alone. We do not accept any responsibility to third parties. Our assurance conclusion is not modified in this respect.
Hanover/Germany, 8 December 2025
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
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