Dr Jutta Dönges
Chairwoman of the Audit Committee
Dear Shareholders,
I am delighted to be able to report to you for the first time on the work of the Audit Committee as Chair of the committee, having taken over from Professor Ernst in February 2025.
The Audit Committee supports the Supervisory Board in fulfilling its supervisory function. It deals with the audit of accounting, the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements and compliance. In particular, the accounting comprises the consolidated financial statements and the Group management report including the non-financial declaration, interim financial information and the separate financial statements in accordance with the German Commercial Code (HGB). In addition, the Audit Committee is responsible for selecting the external auditor, whereby it also reviews the qualifications and independence of the auditor. The Audit Committee also regularly assesses the quality of the audit.
The Audit Committee, which has equal representation, currently consists of the following eight members of the Supervisory Board:
- Dr Jutta Dönges (Chairwoman, since 11 February 2025)
- Professor Dr Edgar Ernst (Chairman, until 11 February 2025)
- Christian Baier
- Stefan Heinemann
- Frank Jakobi
- Coline McConville (since 11 February 2025)
- Mark Muratovic
- Stefan Weinhofer
- Dr Dieter Zetsche
Thanks to its composition with financial experts, the Audit Committee has a sufficient number of members with expertise in the areas of accounting and auditing within the meaning of Section 100 (5) German Stock Corporation Act (AktG) as well as Principle 15 GCGC and Recommendation D.3 GCGC.
Further information on this can be found as part of the declaration on corporate governance in the Corporate governance report.
With regard to the Chairwoman of the Audit Committee, Dr Jutta Dönges, the Supervisory Board is of the opinion that she is independent of the company and the Executive Board within the meaning of recommendation C.10 GCGC.
For information on the independence of the other members of the Audit Committee, see section Independence of Supervisory Board members in the Corporate governance report.
The Audit Committee met seven times in the past financial year. In addition to the members of the Audit Committee, the meetings were also attended by the Chairman of the Executive Board and the Chief Financial Officer as well as department heads responsible for specific topics. The auditor was invited to attend the meetings on relevant topics. Other members of TUI's senior management and TUI executives with operational responsibility or external consultants were invited to attend as required.
The Chairwoman of the Audit Committee reported on the work and proposals of the Audit Committee and the content of individual discussions at each subsequent Supervisory Board meeting.
Informative value of financial reporting and monitoring of the accounting process
Although the assessment was not delegated to the Audit Committee, the Audit Committee is convinced that the annual report presented fulfils the legal requirements. In order to satisfy itself of the informative value of the financial statements and the interim reporting, the committee was informed in detail by the Executive Board about the Group's business performance and financial situation at the four Audit Committee meetings held immediately prior to the publication of the respective financial report. The key financial figures were also discussed for each quarterly report or quarterly interim statement and the financial statements. If the auditors had carried out an audit or review, they reported on this at the meeting that dealt with the corresponding financial report. In the past financial year, the Audit Committee was regularly given the opportunity to discuss the audit with the auditor in the absence of the Executive Board. In the past financial year, the Audit Committee also discussed the assessment of the audit risk, the audit strategy and audit planning as well as the audit results with the auditor. In addition, the Chairwoman of the Audit Committee regularly discussed the progress of the audit with the auditor and reported on this to the Audit Committee.
The Audit Committee also dealt intensively with individual aspects. Key topics included TUI's economic development, refinancing measures, the development of the rating and aspects of capital market communication. The budget for the financial year 2026 and the planning for the two subsequent financial years were also discussed in detail.
The report by the Chairwoman of the Audit Committee on the monitoring of related party transactions during the financial year was also discussed. It was established that there were no relevant related party transactions in the reporting year.
The Supervisory Board is assisted by the auditor, Deloitte, in reviewing the content of the non-financial declaration in the management report. Accordingly, the auditor presented the results of its audit to the Audit Committee and, following its own review, the Audit Committee came to the conclusion that the information published in the non-financial declaration is appropriate and adequate. Ever since 2000, TUI has been providing Group-level information on sustainability matters in its Annual Report. The sustainability declaration published for financial year 2025 constitutes the combined non-financial declaration of TUI AG and TUI Group. The non-financial declaration was prepared pursuant to sections 289b ff and 315b to 315c of the German Commercial Code (HGB) and based on application of part of the European Sustainability Reporting Standards, ESRS, EU 2023/2772, which are derived from the EU Corporate Sustainability Reporting Directive, CSRD, EU 2022/2464. The committee was informed several times about the progress of the CSRD implementation project.
In its assessment of all aspects of accounting and financial reporting discussed, the Audit Committee agreed with the assessment of the Executive Board and the auditor.
Effectiveness of the control and risk management system
In order to fulfil its monitoring task with regard to the internal control and risk management system, the Audit Committee is regularly informed about the further development of the implemented controls and the overall maturity level of the internal control system. In addition, the auditor also reports on any weaknesses it identifies in the Group's accounting-related control system, the prompt rectification of which is followed up by the management.
As described in the Risk report, the Audit Committee receives regular reports on the effectiveness of the risk management system, which includes the early risk detection system required by law. The Audit Committee is convinced that an appropriate risk management system is in place.
The internal audit department ensures independent monitoring of the implemented processes and systems as well as selected projects and regularly reports directly to the Audit Committee. In the reporting period, the Audit Committee was not informed of any audit findings that indicate significant weaknesses in the internal control or risk management system.
In addition, regular meetings are held between the Chair of the Audit Committee and the Director of Group Audit for closer coordination. The annual audit planning is agile. In the past financial year, the Audit Committee received a detailed report on the methodology and took note of it, together with the audits for the coming financial year that have already been determined in this context. Through regular coordination, the Audit Committee considers the effectiveness of internal audit to be ensured. In accordance with the Global Internal Audit Standards, the Audit Committee also has the opportunity to meet regularly with the Group Director of Internal Audit in the absence of the Executive Board.
As part of its meetings, the Audit Committee was regularly informed about current key areas and developments in the field of data protection in this financial year. Based on this report, the Audit Committee is convinced that the measures taken throughout the Group for this purpose are appropriate in order to fulfil the legal requirements.
Standardised whistleblower system
The TUI Group has implemented a standardised whistleblower system, as described in the section Business Conduct (G1). This offers employees and third parties worldwide the opportunity to anonymously report violations of laws or the principles enshrined in the Integrity Passport without retaliation. Any information received is systematically followed up in the interests of all stakeholders and the company. Confidentiality and discretion are of paramount importance. All reports from the whistleblower system are taken up by the Integrity & Compliance team and, depending on the circumstances, are investigated and processed in consultation with various departments. In the past financial year, the Audit Committee received regular reports on the findings from the whistleblower system.
Review of the independence and objectivity of the auditor
Following the appointment of Deloitte GmbH Wirtschaftsprüfungsgesellschaft as auditors by the Annual General Meeting in February 2025, the Supervisory Board commissioned Deloitte to audit the financial statements 2025. The Audit Committee had Deloitte explain the audit plan for the annual financial statements as at 30 September 2025 in advance. This plan includes the main focal points of the audit and the group of companies to be audited from a Group perspective. The Audit Committee is convinced that this will ensure that the audit takes appropriate account of the recognisable risks. It also considers the independence and objectivity of the auditor to be assured and regularly assesses the quality of the audit as part of a structured survey.
On the basis of regular reporting by the auditor, the committee satisfied itself of the effectiveness of the external audit and decided to recommend to the Supervisory Board that Deloitte be proposed to the Annual General Meeting as auditor for financial year 2026 as well. Deloitte was selected as auditor in a public tender process in financial year 2016 and has been appointed as auditor without interruption since the first election by the Annual General Meeting in 2017.
In the past financial year, the Audit Committee dealt extensively with the criteria and process for selecting a new auditor as part of the statutory auditor rotation from financial year 2027. In September 2025, the Audit Committee recommended to the Supervisory Board that KPMG be proposed to the Annual General Meeting 2026 as the new auditor from financial year 2027 onwards. The Supervisory Board followed this recommendation and passed a corresponding resolution in September 2025.
In order to ensure the independence of the auditor, all contracts for the provision of non-audit services by the auditor must be submitted to the Audit Committee for approval before the contract is awarded. The Audit Committee makes use of the option to delegate approval to the company depending on the size of the contract. The Chairwoman of the Audit Committee is only involved in the decision if a defined cost limit is exceeded. If the auditor provided services outside of the audit for the Group, the nature and amount of these services were explained to the Audit Committee. Non-audit services worldwide totalled € 1.2 million. The audit fee received by the auditor, excluding voluntary audits, totalled € 9.8 million. The corresponding non-audit services accounted for around 12% of Deloitte's audit fee.
I would first like to thank my predecessor, Professor Edgar Ernst, who chaired TUI AG's Audit Committee with great dedication for many years. I would also like to thank my colleagues on the Supervisory Board, who have placed their trust in me for the role of Chairwoman of the Audit Committee. I would also like to thank the members of the Audit Committee for their constructive cooperation and the auditors, the Executive Board and all employees involved for their consistently reliable and cooperative work in financial year 2025.
Hannover, 8 December 2025
Dr Jutta Dönges
Chairwoman of the Audit Committee