Report of the Supervisory Board

Ladies and gentlemen, dear shareholders,

After years of uncertainty, the tourism industry and TUI have had to reinvent themselves. The Supervisory Board has actively supported this transformation. In addition to its supervisory role, the Supervisory Board focused on the question of how TUI can create travel experiences that inspire its customers and are sustainable for the future. In financial year 2025, we succeeded in achieving profitable growth in a challenging market environment while at the same time setting an important strategic course for the company's further development as a global, curated leisure provider. The Supervisory Board closely monitored these developments and supervised the Executive Board in the implementation of key projects but also provided advice and guidance.

The Supervisory Board of TUI AG also made important personnel decisions in financial year 2025. The extension of the service agreements of our CEO, Mr Ebel, and our CFO, Mr Kiep, is an expression of our confidence in their successful work. Both have provided significant impetus in recent years, and the continuation of their appointments therefore ensures continuity and stability in the management of the company.

With regard to its own committee, the Supervisory Board made a recommendation to reduce its size, which was approved by the Annual General Meeting 2025. At the end of the Annual General Meeting 2026, the Supervisory Board will be reduced from 20 to 16 members – a step towards greater efficiency and focus. In addition, the composition of our committee changed in financial year 2025. After many years of dedicated service, Professor Ernst has stepped down from the Supervisory Board. We would like to express our sincere thanks to him for his valuable work and commitment to TUI. On the employee side, Mr Bremme has stepped down from the Supervisory Board of TUI AG. We would also like to thank him for his many years of good cooperation and commitment. His successor is Mr Thannisch, whom we welcome to our midst. We also welcome Mr Lundgren, who has joined our board as Mr Rijvers' successor. Both new members bring valuable experience and new perspectives that will enrich our work.

The Supervisory Board of TUI AG values open and constructive dialogue with investors, shareholder representatives, and proxy advisors. I have also engaged in personal discussions with investors, within an appropriate scope. The committee discussed in detail the criticism expressed with regard to remuneration report 2024 and the remuneration system for the Executive Board. After evaluating the options for adjustment, we have revised this year's remuneration report and also commented on the feedback received on the remuneration system for the Executive Board.

Dear shareholders, on behalf of the entire Supervisory Board, I would like to thank you for the trust you have placed in us and for your support in financial year 2025. Together with the Executive Board and all our employees, we will continue to shape TUI for the future.

Cooperation between the Supervisory Board and the Executive Board

The Executive Board and Supervisory Board adhere closely to the principles of responsible and good corporate governance and work together in a spirit of trust in accordance with the principles set out in the Corporate governance report. In doing so, the Supervisory Board primarily monitors the legality, propriety, and effectiveness of the work of the Executive Board and management, with a key focus on the refinancing of the Group. Further details can be found in the following report.

The Executive Board provided us with regular, promptly, and comprehensive information in written and verbal reports both during and outside of meetings. The reports included all relevant information on the development and implementation of strategic targets, liquidity development, planning, the Group's business performance and situation during the year, risk management and the internal control system, compliance, the implementation of the sustainability strategy and current developments in sustainability reporting, as well as reports from the capital markets (e.g., from analysts) and the press. In financial year 2025, we focused intensively on the transformation in the Markets + Airline segment and on refinancing topics in the ordinary course of business. The personnel and sustainability strategies as well as IT security questions were also discussed. The Supervisory Board was involved in all decisions of fundamental importance to the company in good time. We passed the resolutions required by law, the Charta, or the Rules of Procedure after thorough consultation. To this end, we prepared ourselves regularly on the basis of documents provided in advance by the Executive Board to the Supervisory Board and the committees. The Executive Board also informed the Supervisory Board immediately in writing and at extraordinary meetings convened at short notice about urgent matters. As Chairman of the Supervisory Board, I also received regular updates from the Executive Board outside of Supervisory Board meetings on the current business situation and significant business transactions within the company.

Training and continuing education measures

TUI AG pursues a structured concept for the training and continuing education of Supervisory Board members. In financial year 2025, two internal information events on the topic of risk management and controlling were offered as part of this concept – one in German and one in English. The content was selected based on feedback obtained in advance from the Supervisory Board members.

The members of the Supervisory Board also undertake further training on their own initiative and are supported in this by the company. In the past financial year, individual members took part in external specialist events dealing with topics such as sustainability, the role and responsibility of shareholders in disruptive times, the EU Omnibus Simplification Package, and other supervisory issues.

Detailed information on the training and continuing education concept and the structured onboarding process for new Supervisory Board members can be found in the section Training and development concept and measures in the Corporate Governance Report.

Deliberations in the Supervisory Board and its committees

Prior to the Supervisory Board meetings, the shareholder and employee representatives met in separate preparatory meetings. Members of the Executive Board also regularly attended these meetings. Unless otherwise requested by the members of the Supervisory Board, matters concerning the Executive Board and Supervisory Board are discussed without the members of the Executive Board being present. In addition, all members of the Supervisory Board may inform the Chairman of the Supervisory Board of the need to discuss an agenda item without the presence of the Executive Board. In addition, the agenda for each Supervisory Board meeting includes a separate item, regardless of the topics to be discussed, for which the members of the Executive Board are not present. Members of the Supervisory Board may raise any issues that need to be discussed without the Executive Board during this agenda item.

In addition to the full Supervisory Board, a total of four committees were established in the past financial year: the Presiding Committee, the Audit Committee, and the Nomination Committee. The Mediation Committee, which must be formed in accordance with Section 27 (3) of the German Codification Act (MitbestG), did not need to meet. The chairpersons of the committees reported regularly and in detail on their work at the regular Supervisory Board meetings.

As in previous years, a consistently high attendance rate was recorded in financial year 2025. The average attendance rate at the Supervisory Board meetings was 98.6% (previous year: 97.5%) and at committee meetings 100.0% (previous year: 100.0%). The vast majority of the members of the Supervisory Board attended all Supervisory Board meetings in financial year 2025 and participated in the committees in accordance with their respective memberships. Members who were unable to attend meetings generally participated in the resolutions by means of voting messages. The timely distribution of documents in advance of the meetings by the Executive Board and the almost complete absence of table presentations made it much easier for the members of the Supervisory Board to prepare for the meetings. For organizational reasons, some Supervisory Board and committee meetings were also held as video conferences to ensure the availability of Supervisory Board members for meetings scheduled at short notice. The exact distribution of face-to-face and video conference meetings can be seen in the table below.

Main topics of the Supervisory Board's work

The Supervisory Board held seven meetings. Four of these were held in person with the option of virtual participation and three were held as video conferences. In addition, two resolutions were passed by way of a circular resolution. The individual meetings focused on the following topics:

1. At its meeting on 12 November 2024, the Supervisory Board received an update on key strategic projects and the Annual General Meeting 2025. The agenda also included the extension of the terms of office of Mr Ebel and Mr Kiep. Furthermore, the Supervisory Board determined the target achievement levels for short-term and long-term variable remuneration as well as the ESG factor and set the target values for the ESG performance criteria for financial year 2025. Other topics discussed at the meeting included succession planning for the Supervisory Board and the resolution on an updated diversity concept for the Executive Board and the Supervisory Board. In addition, the Supervisory Board resolved to propose to the Annual General Meeting 2025 an amendment to the Charta whereby the number of Supervisory Board members is to be reduced from 20 to 16 with effect from the end of the Annual General Meeting 2026.
2. The agenda items on 10 December 2024, were the financial statements of TUI AG, each of which had been issued with an unqualified audit opinion by the auditor, and the combined management report for the Group. The Executive Board and the auditor were also present. The Audit Committee had already dealt with these reports in detail the previous day and had also had the opportunity to consult with the auditor without the Executive Board being present. The members of the Supervisory Board approved the financial statements prepared by the Executive Board and the combined management report for TUI AG and the Group. The annual financial statements 2024 were thus adopted. Furthermore, the Supervisory Board approved the report of the Supervisory Board, the corporate governance report, and the remuneration report. The declaration of conformity with the German Corporate Governance Code and the proposal to the Annual General Meeting to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft as the auditor for the half-yearly and annual financial statements for 2025 and, if necessary, for the sustainability report for 2025 were also approved. The Supervisory Board received a report on the preparations for the upcoming Annual General Meeting 2025 and passed resolutions on the agenda and the election of the deputy chair of the meeting. The Supervisory Board discussed the results of the self-assessment, received a personnel and social report, and updates on Markets + Airline Transformation and the sustainability strategy. In addition, the Supervisory Board resolved on the replacement of Mr Bremme on the Presiding Committee due to his departure on 31 December 2024.
3. The meeting on 10 February 2025, covered the interim statement for the first quarter and a report by the Executive Board on current business. The Supervisory Board received an update on the Group's refinancing strategy and discussed options for refinancing the revolving credit facility. In addition to the current status of preparations for the upcoming Annual General Meeting, the Executive Board reported on developments with regard to strategic projects and informed the Supervisory Board on the topic of IT security. Furthermore, the Supervisory Board resolved on replacements for the committees following the departure of Professor Ernst from these bodies at the end of the upcoming Annual General Meeting. The agenda also included an update on the training and development concept and on the implementation of measures from the self-assessment. In addition, the Supervisory Board resolved on an onboarding concept for new members of the Supervisory Board.
4. In a circular resolution dated 20 March 2025, the Supervisory Board approved the refinancing of the revolving credit facility.
5. At an extraordinary meeting on 30 March 2025, the Executive Board reported to the Supervisory Board on the potential possibility of fleet renewal at Marella Cruises. The Supervisory Board approved the fleet renewal, subject to the availability of slots from the shipyard.
6. At its meeting on 13 May 2025, the Executive Board reported on the quarterly financial statements and the half-year financial report and provided an overview of current business, including an update on risk management. The Audit Committee had already discussed these topics in detail the previous day. Other key topics at the meeting included updates on the people strategy and sustainability, as well as strategic initiatives in the Markets + Airline and Holiday Experiences segments. The Supervisory Board discussed increasing the equity share for the TUI Global Hotel Fund and available options for aircraft financing, such as taking out promissory note loans. The Supervisory Board also addressed the criticism expressed by individual proxy advisors in the run-up to the Annual General Meeting 2025 regarding the remuneration report 2024 and evaluated available options for adjustments for the current financial year. The discussions also covered the guidelines for the ESG factor for the coming financial year 2026, updates on succession planning for the Supervisory Board, the further implementation of measures from the self-assessment, and the training and development concept. The Supervisory Board resolved to appoint the auditor to audit the non-financial declaration and took note of the EMIR certificate.
7. As part of an extraordinary meeting held on 13 June 2025, Mr Lundgren was proposed as a member of the Supervisory Board on the capital side, succeeding Mr Pepijn. The application for court appointment was submitted in accordance with the German Corporate Governance Code (GCGC).
8. In a circular resolution dated 14 July 2025, the Supervisory Board approved the raising of promissory note loans with the aim of repaying aircraft leasing agreements ahead of schedule and acquiring the corresponding assets.
9. At its strategy meeting on 17 September 2025, the Supervisory Board discussed the strategic direction of the Group and its divisions. In addition, the Supervisory Board received updates on the brand and the topic of artificial intelligence (AI), among other things. On the second day of the meeting, 18 September 2025, the Supervisory Board received a report on the current financial year during its regular meeting. The Supervisory Board also approved the budget for the coming financial year and the three-year plan. As part of its regular agenda, the Supervisory Board resolved transactions requiring approval, such as the strategic partnership with Oman and the transfer of two new-build slots from TUI AG to TUI Cruises. In addition to the report on security, health, and safety and an update on the sustainability strategy, the Supervisory Board received an update on IT security. Furthermore, the Supervisory Board passed a resolution on the nomination of the auditor for financial year 2027. In addition, the Supervisory Board defined the performance criteria for the variable remuneration components for the members of the Executive Board for the following financial year and discussed as part of its regular meetings the general and long-term succession planning for the Executive Board. The Supervisory Board received an update on its self-assessment and discussed its qualification matrix and competence profile.

Presiding Committee

The Presiding Committee is responsible for matters relating to the Executive Board (including succession planning for the Executive Board, appointments, terms and conditions of service agreements, Executive Board remuneration, proposals for the Executive Board remuneration system). In addition, the Presiding Committee prepares the meetings of the Supervisory Board. Six meetings were held during the reporting period. Four of these were held as face-to-face meetings with the option of virtual participation, while two were held as video conferences.

• The Presiding Committee, which is made up of equal numbers of members, consists of:

• Dr Dieter Zetsche (Chairman)
• Sonja Austermühle (as of 1 January 2025)
• Peter Bremme (until 31 December 2024)
• Dr Jutta Dönges
• Professor Dr Edgar Ernst (until 11 February 2025)
• Frank Jakobi
• Anette Strempel
• Joan Trían Riu (as of 11 February 2025)

1. At its extraordinary meeting on 15 October 2024, the Presiding Committee discussed the possible size reduction of the Supervisory Board from 20 to 16 members and the extension of the service agreements of Mr Ebel and Mr Kiep.
2. At its meeting on 12 November 2024, the Presiding Committee discussed the extension of the appointments of Mr Ebel and Mr Kiep. It also discussed the target achievement levels for short-term and long-term variable compensation and the ESG factor, as well as the target values for the ESG performance criteria for financial year 2025. Other topics discussed at the meeting included succession planning for the Supervisory Board and the adoption of an updated diversity concept for the Executive Board and Supervisory Board.
3. On 9 December 2024, the Presiding Committee received a regular update on succession planning for the Executive Board. In addition, the committee dealt with succession planning for the Supervisory Board and discussed the results of the self-assessment.
4. Succession planning for the Supervisory Board was on the agenda of the Presiding Committee on 10 February 2025. In connection with the departure of Professor Ernst from the Supervisory Board at the end of the upcoming Annual General Meeting, the Presiding Committee decided on election recommendations for his replacement on the relevant committees. In addition, the committee discussed an update on the training and development concept and on self-assessment and drew up a recommendation for a resolution on an onboarding concept for new members of the Supervisory Board.
5. On 12 May 2025, the members of the Presiding Committee discussed measures to address criticism from individual proxy advisors regarding the remuneration report 2024 and the guidelines for the ESG factor for financial year 2026. The meeting also covered updates on succession planning for the Supervisory Board, self-assessment, and the training and development concept. The Presiding Committee also addressed the topics of the Supervisory Board's strategy meeting in September 2025.
6. On 16 September 2025, the Presiding Committee discussed the determination of the performance criteria for the variable remuneration components for the members of the Executive Board for the coming financial year. In addition, the committee dealt with the general and long-term succession planning for the Executive Board on a regular basis and received an update on the self-assessment for the Supervisory Board. The Presiding Committee also discussed the competency profile and qualification matrix for the Supervisory Board.

Audit Committee

The Audit Committee held seven meetings in financial year 2025, five of which were held as face-to-face meetings with the option of virtual participation, and two of which were held as video conferences.

For information on the composition and responsibilities of the Audit Committee and the matters discussed and resolved, please refer to the Audit Committee Report.

Nomination Committee

The Nomination Committee, which is composed exclusively of shareholder representatives, nominates suitable candidates from among the shareholders to the Supervisory Board for election by the Annual General Meeting or for appointment by the local court.

New Supervisory Board members are selected and nominated in accordance with the statutory requirements of the German Stock Corporation Act (AktG) and taking into account the recommendations of the German Corporate Governance Code (GCGC). The competence profile and diversity concept adopted by the Supervisory Board are also taken into account in order to ensure a balanced composition of the Board – both in terms of expertise and in terms of diversity, experience, and independence.

The Supervisory Board's Nomination Committee is involved in preparing nominations for the Annual General Meeting and court appointments. Among other things, it reviews the suitability of potential candidates based on the competency profile for the entire board and the target composition of the Supervisory Board. Potential conflicts of interest are also carefully considered.

The recommendations of the GCGC on the transparent and comprehensible design of the nomination process are observed. The aim is to ensure the long-term development of the company through effective control and advice by a qualified supervisory board.

The Nomination Committee, which met twice in face-to-face meetings, consisted of the following members

• Dr Dieter Zetsche (Chairman)
• Dr Jutta Dönges
• Professor Dr Edgar Ernst (until 11 February 2025)
• Joan Trían Riu (as of 11 February 2025)

1. At its meeting on 29 November 2024, the Nomination Committee discussed the recommendation for the nomination of Dr Dönges, Ms. Kugel, and Mr Rijvers (shareholder side) for election at the next Annual General Meeting.
2. On 12 May 2025, the Nomination Committee discussed succession planning for the Supervisory Board. Due to Mr Rijvers taking on another mandate, a specific candidate proposal for succession was discussed.

Corporate Governance

The organisation of TUI AG as a stock corporation under German law requires the Supervisory Board to regularly and thoroughly address the principles of German corporate governance. In addition to mandatory compliance with the provisions of the German Stock Corporation Act (AktG) and the German Co-Determination Act (MitbestG), TUI AG complies with the principles and recommendations of the GCGC.

For the GCGC, which is based in its fundamental concept on the AktG, among other things, we were able to issue the declaration of conformity 2025 in accordance with Section 161 AktG together with the Executive Board.

For further details, please refer to the Declaration of compliance with the German Corporate Governance Code in the Corporate governance section of this Annual Report and on the TUI AG website: https://www.tuigroup.com/en/investors/corporate-governance/reports-and-declarations

During the audit, the auditor did not identify any facts that would indicate that the declaration on the GCGC made by the Executive Board and Supervisory Board is incorrect.

Conflicts of interest that have arisen

The Supervisory Board continuously monitored the existence of conflicts of interest in the current financial year and determined that no conflicts of interest arose in financial year 2025.

Audit of the annual and consolidated financial statements of TUI AG and the TUI Group

The Supervisory Board reviewed whether the annual and consolidated financial statements and the other financial reporting complied with the applicable requirements. The annual financial statements of TUI AG prepared by the Executive Board in accordance with the provisions of the German Commercial Code (HGB), the combined management report of TUI AG and the TUI Group and the consolidated financial statements for financial year 2025 prepared on the basis of the International Financial Reporting Standards (IFRS) were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, and each received an unqualified audit opinion. The aforementioned documents, the Executive Board's proposal for the appropriation of net retained profits and the auditor's reports were submitted to all members of the Supervisory Board in good time. We discussed them in detail at the Audit Committee meeting on 8 December 2025 and at our balance sheet meeting on 9 December 2025, at which the Executive Board explained the financial statements to us in detail. At these meetings, the Chairwoman of the Audit Committee and the auditor reported on the results of their audits, the focus points of which had previously been determined with the Audit Committee for the reporting year. Neither the auditor nor the Audit Committee identified any significant weaknesses in the early risk detection and internal control system. Following our own audit of the annual financial statements, the consolidated financial statements and the combined management report, we had no reason to raise any objections and therefore concur with the Executive Board in its assessment of the position of TUI AG and the TUI Group.

On the recommendation of the Audit Committee, we approve the financial statements for financial year 2025; the annual financial statements of TUI AG are thus adopted.

Composition of the Executive Board and Supervisory Board

The composition of the Executive Board and Supervisory Board as at 30 September 2025 is shown in the overviews in the section Supervisory Board and Executive Management Board in the chapter Corporate Governance.

Supervisory Board

In the following, I will give you an overview of the personnel changes on the Supervisory Board.

Mr Bremme resigned from his position with effect from 31 December 2024 and left the Supervisory Board of TUI AG. Mr Thannisch succeeded him and was appointed by court order as a member of the Supervisory Board of TUI AG with effect from 6 January 2025.

At the recommendation of the Supervisory Board, Dr Jutta Dönges and Ms Kugel were re-elected by the Annual General Meeting 2025 on 11 February 2025. At the recommendation of the Supervisory Board, Mr Rijvers was elected to the Supervisory Board of TUI AG by the Annual General Meeting 2025.

Mr Rijvers resigned from the Supervisory Board with immediate effect on 5 June 2025, as he had recently taken up a new position in the tourism sector. He was succeeded by Mr Lundgren, who was appointed by court as a member of the Supervisory Board of TUI AG as of 24 June 2025. The application for court appointment was submitted in accordance with the German Corporate Governance Code (GCGC).

To ensure effective and rapid familiarization, the new members of the Supervisory Board underwent a structured onboarding process. This included, among other things, detailed information materials, introductory meetings with the Executive Board, and training on regulatory requirements and company-specific topics. Following the onboarding, the new members also receive a questionnaire to evaluate the quality of the process and provide input for its further development. In financial year 2025, Mr Thannisch and Mr Lundgren received a corresponding questionnaire to assess their respective onboarding.

Presiding Committee

With the departure of Mr Bremme from the Supervisory Board of TUI AG at the end of 31 December 2024, he also left the Presiding Committee. He was succeeded by Ms Austermühle on behalf of the employee representatives with effect from 1 January 2025. Due to the departure of Professor Ernst from the Supervisory Board of TUI AG at the end of the Annual General Meeting on 11 February 2025, he also left the Presiding Committee of TUI AG. The vacant seat was filled by Mr Trían Riu with effect from 11 February 2025.

Audit Committee

Due to Professor Ernst's departure from the Supervisory Board of TUI AG at the end of the Annual General Meeting on 11 February 2025, he also resigned from the Audit Committee of TUI AG. This meant that the position of the Chair of the Audit Committee had to be filled. With effect from 11 February 2025, Ms McConville was elected as a member of the Audit Committee. In addition, Dr Dönges also took over as Chair of the Audit Committee with effect from 11 February 2025.

Nomination Committee

Following the departure of Professor Ernst from the Supervisory Board of TUI AG at the end of the Annual General Meeting on 11 February 2025, and thus also from the Nomination Committee of TUI AG, the vacant seat was filled by Mr Trían Riu with effect from 11 February 2025.

Executive Board

There were no changes in the Executive Board of TUI AG in financial year 2025.

Thanks to

The Supervisory Board would like to express its special thanks to all employees for their work in financial year 2025! With their commitment, passion, and daily dedication, they have made a significant contribution to ensuring that our customers enjoy the best time of the year, while at the same time consistently driving forward the transformation of TUI. Without this commitment, our company's success would not have been possible.

Hanover, 9 December 2025

For the Supervisory Board