TUI AG: Annual Financial Report

DJ TUI AG: Annual Financial Report - Part 2

Dow Jones received a payment from EQS/DGAP to publish this press release.

TUI AG (TUI)
TUI AG: Annual Financial Report - Part 2

13-Dec-2018 / 08:00 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

Financial Highlights

EUR million 2018 2017 Var. % Var. % at
constant
currency

Turnover 19,523.9 18,535.0 + 5.3 + 6.3

Underlying EBITA1
Hotels & Resorts 425.7 356.5 + 19.4 + 38.7
Cruises 324.0 255.6 + 26.8 + 27.0
Destination Experiences 44.7 35.1 + 27.4 + 33.6
Holiday Experiences 794.4 647.2 + 22.7 + 33.8
Northern Region 254.1 345.8 - 26.5 - 27.4
Central Region 89.1 71.5 + 24.6 + 25.0
Western Region 109.3 109.2 + 0.1 + 0.1
Markets & Airlines 452.5 526.5 - 14.1 - 14.6
All other segments - 99.9 - 71.6 - 39.5 - 31.4
TUI Group 1,147.0 1,102.1 + 4.1 + 10.9
Discontinued operations - - 1.2 n. a. -
Total 1,147.0 1,100.9 + 4.2 + 11.0

EBITA2, 4 1,060.2 1,026.5 + 3.3 + 10.4
Underlying EBITDA4 1,563.9 1,541.7 + 1.4
EBITDA4 1,498.5 1,490.9 + 0.5
EBITDAR4 2,219.9 2,240.9 - 0.9

Net profit for the 780.2 910.9 - 14.3
period
Earnings per share4EUR 1.18 1.36 - 13.2
Equity ratio (30 Sept.) 27.8 24.9 + 2.9
3 %
Net capex and 827.0 1,071.9 - 22.8
investments (30 Sept.)
Net cash (30 Sept.)4 123.6 583.0 - 78.8
Employees (30 Sept.) 69,546 66,577 + 4.5

Differences may occur due to rounding

This Annual Report of the TUI Group was prepared for the financial year (FY) from 1 October 2017 to 30 September 2018. The
terms for previous years were renamed accordingly.

In FY 2018 we have adjusted our segmental reporting to reflect the growing strategic importance of the services delivered
in our destinations. Destination Experiences is now reported separately in the segmental structure, and within Holiday
Experiences together with Hotels & Resorts and Cruises. The further businesses of former Other Tourism and All other segments
have been combined into All other segments. There are no changes to the total numbers. The prior year's reference figures
were restated accordingly.

1 In order to explain and evaluate the operating performance by the segments, EBITA adjusted for one-off effects (underlying
EBITA) is presented. Underlying EBITA has been adjusted for gains/losses on disposal of investments, restructuring costs
according to IAS 37, ancillary acquisition costs and conditional purchase price payments under purchase price allocations and
other expenses for and income from one-off items.

2 EBITA comprises earnings before interest, taxes and goodwill impairments. EBITA includes amortisation of other intangible
assets. It does not include the result from the measurement of interest hedges, and in the prior year did not include results
from container shipping operations.

3 Equity divided by balance sheet total in %, variance is given in percentage points.

4 Continuing operations

»We are on track because we have undergone a transformation. This year,
in particular, has shown that the realignment we launched in 2014 to focus on the hotel, cruise and destination business has
now become TUI's special strength. Only five years ago, a similar summer would have left its mark on TUI, too. We have now
become an integrated hotel and cruise group. We develop,
we invest and we operate. And we
are increasingly becoming a digital and platform organisation.«

Friedrich Joussen, CEO of TUI AG

LETTER TO OUR
SHAREHOLDERS

Dear shareholders,

2018 was another growth year for TUI. We delivered on our promises in a challenging market environment. Our operating result
again delivered double-digit growth for the fourth time in a row - it grew by nearly eleven per cent at constant currency in
the completed financial year.

The robust results delivered in 2018 are particularly gratifying given that we were operating under exceptional circumstances
last year. In the UK, the exchange rate and purchasing power of sterling were adversely affected by Brexit. Air traffic in
Europe faced particular challenges. And in our European home markets, we experienced a record summer - with a summer heatwave
lasting right into the autumn. This brought its weight to bear on results in our sector in the course of the financial year.

I would like to extend a special word of thanks to our customers who chose to travel with TUI and its brands, and to you, our
shareholders, for your loyalty to TUI. Let me also thank all the employees who looked after our guests and again created
unforgettable moments during their holidays in 2018. The Executive Board and the Supervisory Board will be proposing another
increase in the dividend to 0.72 euros for the completed year to the Annual General Meeting.

We are on track because we have undergone a transformation. This year, in particular, has shown that the realignment we
launched in 2014 to focus on the hotel, cruise and destination business has now become TUI's special strength. Only five years
ago, a similar summer would have left its mark on TUI, too, as the Group's focus and earnings structure were too one-sided and
above all excessively geared to our classical tour operation business. We have now become an integrated hotel and cruise
group. We develop, we invest and we operate. And we are increasingly becoming a digital and platform organisation.

Today's success is important. However, what do we need to do to stay on track and keep growing? We used 2018 to define our
position. Are we fit for further growth? How are we going to further enhance the quality, efficiency and strength of today's
businesses? And where do our strong global TUI brand and the increasing digitalisation of our businesses create new growth
areas for the Group? Let me comment on some of the decisions we took:

Our classical tour operation business is characterised by strong competition, seasonality and low margins in European source
markets. That is why we must identify synergies and enhance our efficiency. Since the summer, we have clustered the Group's
worldwide tour operators and airlines into Markets & Airlines, managed by an Executive Board member. We have to learn more
from one another, rapidly transfer successful models from one market to another and harmonise non-customer-facing activities.
This transformation has begun and will enhance the efficiency and competitiveness of our classical tour operation business.
Where markets have already achieved the required level of maturity, TUI is already fully digital. TUI Nordic in Scandinavia is
an example of that. We will not ignore the social and cultural particularities of our markets and customers, but we will be at
the forefront of this transformation in other countries, too.

Today, 70 per cent of our operating result is delivered by holiday experiences developed and designed by us: hotels, cruise
ships, excursions and activities in the holiday regions. This is where customers experience the strength of the TUI brand.
These holiday moments make holidays with TUI so special and personal. We are growing and investing in this segment so as to
strengthen it. Despite the large variety of holiday experiences offered by TUI Group, we want them to display a distinctive
signature. This includes our Group's own hotel brands such as TUI Blue, Riu, Robinson, TUI Magic Life, hotel concepts such as
TUI Sensimar, TUISensatori and TUI Family Life, global hotel purchasing with our partners, the cruise lines and destination
activities.

This is where we are seeking further growth. We know our customers very well, we know when they travel where, and what
services they appreciate, be it holiday destinations, hotel rooms, cruise suites, excursions or activities. If we put this
knowledge to smart use, we can create great value added for our customers - and for us, as we will be able to generate
additional turnover and earnings. We have paved the way for that growth through our comprehensive digitalisation strategy and
our investments in IT as well as new technologies, which are increasingly paying off. Here, too, our transformation as a
digital company has progressed and opened up new growth areas.

The destination activities market, in particular, is delivering extremely strong growth, promising highly attractive returns
and still typically features many small, local providers. With more than 27 million customers - thereof around 21 million
guests from our European source markets, a highly professional international team on the ground, a strong digital
infrastructure and networked customer systems, we are well placed to take a leading international position in this market for
tours and excursions and to deliver very profitable growth. Usually, several months pass after a holiday booking before our
customers depart for their trip. That period offers us great potential to submit personalised offerings for activities in the
destination to our customers - from the 'Select your room' option via special excursions through to reservations for
restaurants, sporting programmes and wellness facilities.

Having identified the growth potential in this area, we made investments in the completed year by purchasing two companies. By
acquiring destination management from Hotelbeds Group, we doubled the footprint of Destination Experiences from 23 to 49
countries. We now have a team on the ground in almost every major destination in the world and are able to develop new
products and services for our customers. This summer, we purchased the Milan-based technology start-up Musement. The Italian

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -2-

company has developed a platform that already pools a great portfolio of holiday experiences and offers its users customised
excursions. Integrating this approach into our business with 27 million has enormous potential. We expect this acquisition,
the further development of our digital platform and the expansion of our offering to contribute substantially to our future
growth.

Dear shareholders, we are transforming our traditional portfolio, strengthening today's successful and profitable business
lines and investing in digital platforms for our future growth. I hope that the year 2018 and the progress achieved in the
past few years have convinced you that TUI has been and will remain a good investment. TUI is the world's leading integrated
tourism group. Supported by a great team of 69,500 employees around the world, the Executive Board is committed to ensuring
that things stay that way. Tourism is and remains one of the world's biggest and most stably growing industries. There is no
reason and no indication to believe that demand for travel will decline - on the contrary. We have identified potential in
many new markets, in particular in the countries of South East Asia, where we are expanding our hotel portfolio and building
TUI's position.

I would be delighted to be able to welcome you personally to our Annual General Meeting in Hanover. Birgit Conix, the
successor to our long-standing CFO Horst Baier, will take part for the first time. Let me use this opportunity to extend my
sincerest thanks to Horst Baier once again. He was our CFO throughout FY 2018. Horst Baier played a key role in designing and
delivering our successful transformation over the past few years. He has always been a reliable advisor and partner to my
Executive Board colleagues and myself.

We are working to continue our successful performance in 2019. Thank you very much for your support and loyalty.

Best regards,

Friedrich Joussen

CEO of TUI AG

Guidance

Key Guidance Guidance
Figures achievement Guidance

Actual
Outlook FY Actual FY 2018 2018 FY 2019
20181 rebased
Turnover in
EUR bn
in excess of 19.5 + 6.3 %2 19.5 approximately

3 %2, 3 2 + 3 %2, 3
EBITA
(underlying)
in EUR m
At least 1,147 + 10.9 %2 1,187 at least

+ 10 % 2 4 + 10 %2
Adjustments
in EUR m
80 costs 87 costs 125 costs
Net capex
and
investments
in EUR bn
1.2 0.8 1.0 - 1.25
Leverage
ratio
3.00(X) - 2.7(X) 3.00(X) - 2.25(X)
2.25(X)

1 As published on 13 December 2017, unless otherwise stated

2 Variance year-on-year assuming constant foreign exchange rates are applied to the result
in the current and prior period and based on the current group structure

3 Excluding cost inflation relating to currency movements

4 The starting variable for the forecast is the rebased underlying EBITA. This rebased figure was determined by increasing the
underlying EBITA of FY 2018 by the negative effect from the revaluation of euro denominated loans in Turkey amounting to EUR
40 m, translated at actual rates for the FY 2018.

5 Including PDPs, excluding aircraft assets financed by debt or finance leases

REPORT OF THE
SUPERVISORY BOARD

Ladies and Gentlemen,

After we completed the post-merger integration of TUI AG and TUI Travel plc last year, we again demonstrated in the financial
year just completed that we - the Executive Board, the employees and the Supervisory Board - have together created the right
strategic positioning for our organisation. We have established an internationally operating, integrated tourism company with
a successful, sustainable business model.

Despite various challenges we faced at both national and international levels, we increased our underlying EBITA by more than
10 % year-on-year at constant currency. This has also enabled us to clearly stand out from our main competitors, some of whom
had to lower their guidance in the completed financial year. We again successfully mastered a number of special challenges,
such as the insolvencies of Air Berlin and its subsidiary Niki, the prolonged, exceptional good weather in Europe this summer
which limited demand for travel, and also the weakening of the Turkish lira. This confirms that we took the right decision in
transforming TUI into an integrated tourism company with a broad value-chain.

We will not rest on our laurels but consistently pursue our transformation roadmap. After leveraging synergies from the merger
and the transformation of our business model, we will now focus on selective investments mainly in the Hotels and Cruises
segments and efficiency enhancement. We will also make a priority of continued digitalisation, which opens up new
opportunities for TUI at all levels. Especially with our broad customer portfolio, the potential of Artificial Intelligence
offer high chances for optimisation.

At our meetings, we regularly discussed the strategic development of our business model with the Executive Board. To implement
this, following comprehensive review and discussion, the Supervisory Board approved a number of key acquisition projects, in
particular the repurchase of incoming agencies from Hotelbeds Group, enabling us to expand our offering in the Destination
Experiences segment from 23 to 49 countries. This segment was further reshaped with the acquisition of Musement, transforming
the segment from offline to a fully digitalised business. We also approved investments in a new generation of TUI Cruises
ships and the construction of a further expedition liner for the fleet operated by Hapag-Lloyd Cruises.

Looking ahead to future challenges, another major priority of our deliberations in the Supervisory Board was Brexit.
Throughout the year, we paid detailed attention to the various scenarios and the resulting potential impacts on our business
model as well as measures to be derived.

As in this year, Corporate Governance will be another focus area next year. The UK Corporate Governance Code was recently
fundamentally revised. Meanwhile, the commission in charge of the German Code is also planning to carry out a major review
from the middle of next year.

Let me use this opportunity to thank Sir Michael Hodgkinson on behalf of the entire Supervisory Board for his outstanding
efforts and commitment as a member of the TUI AG Supervisory Board. Sir Michael Hodgkinson has rendered lasting services above
all to the merger of the two TUI companies and the subsequent integration management. The same applies to our former CFO Horst
Baier, who stepped down from the Executive Board towards the end of the financial year. He was instrumental in shaping our
organisation's successful course over a long period of time. We would like to thank both of them and wish them all the best
for their future.

After 14 years of active participation, Mrs Carmen Riu Güell will resign her mandate at the end of the Annual General Meeting
on 12 February 2019. She has made a very intensive contribution to the strategy discussion, particularly in the restructuring
of our hotel business, and has set important accents. It will then be proposed to the Annual General Meeting to elect Mr Joan
Trian Riu to replace her as member of the Supervisory Board. Mr Joan Trian Riu has extensive knowledge and experience in the
tourism business and finance.

Cooperation between the Executive Board and the Supervisory Board

In a stock corporation under German law, there is a mandatory strict separation of the Executive Board and the Supervisory
Board. While the management of the company is the exclusive task of the Executive Board, the Supervisory Board is in charge of
advising and overseeing the Executive Board. As the oversight body, the Supervisory Board provided on-going advice and
supervision for the Executive Board in managing the Company in FY 2018, as required by the law, the Articles of Association
and its own Terms of Reference.

Its actions were guided by the principles of good and responsible corporate governance. Our monitoring activities essentially
served to ensure that the management of business operations and the management of the Group were lawful, orderly, fit for
purpose and commercially robust. The individual advisory and oversight tasks of the Supervisory Board are set out in Terms of
Reference. Accordingly, the Supervisory Board is, for instance, closely involved in entrepreneurial planning processes and the
discussion of strategic projects and issues. Moreover, there is a defined list of specific Executive Board decisions requiring
the consent of the Supervisory Board, some of which call for detailed review in advance and require the analysis of complex
facts and circumstances from a supervisory and consultant perspective (own business judgement).

TUI AG falls within the scope of the German Industrial Co-Determination Act (MitbestG). Its Supervisory Board is therefore
composed of an equal number of shareholder representatives and employee representatives. Employee representatives within the
meaning of the Act include a senior manager (section 5 (3) of the German Works Council Constitution Act) and three trade union
representatives. All Supervisory Board members have the same rights and obligations and they all have one vote in voting
processes. In the event of a tie, a second round of voting can take place according to the Terms of Reference for the
Supervisory Board, in which case I as Chairman of the Supervisory Board have the casting vote.

In written and verbal reports, the Executive Board provided us with regular, timely and comprehensive information at our
meetings and outside our meetings. The reports encompassed all relevant facts about strategic development, planning, business

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -3-

performance and the position of the Group in the course of the year, the risk situation, risk management and compliance, but
also reports from the capital markets (e. g. from analysts), media reports and reports on current events (e. g. crises). The
Executive Board discussed with us all key transactions of relevance to the Company and the further development of the Group.
Any deviations in business performance from the approved plans were explained in detail. The Supervisory Board was involved in
all decisions of fundamental relevance to the Company in good time. We fully discussed and adopted all resolutions in
accordance with the law, the Articles of Association and our Terms of Reference. We regularly prepare for these decision based
on documents provided by the Executive Board to the Supervisory Board and its committees in advance. We were also swiftly
informed about any urgent topics arising in between the regular meetings. As Chairman of the Supervisory Board, I was also
regularly informed by the Executive Board about current business developments and key transactions in the Company between
Supervisory Board meetings.

Deliberations in the Supervisory Board and its Committees

Prior to Supervisory Board meetings, the shareholder representatives on the Supervisory Board and the employees'
representatives met in separate meetings, which were regularly also attended by Executive Board members.

Apart from the full Supervisory Board, a total of four committees were in place in the completed financial year: the Presiding
Committee, Audit Committee, Strategy Committee and Nomination Committee. The Mediation Committee formed pursuant to section 27
(3) of the Co-Determination Act did not have to meet. The Chairman of each committee provides regular and comprehensive
reports about the work performed by the committee at the ordinary Supervisory Board meetings.

In FY 2018, as in prior years, we again recorded a consistently high meeting attendance despite a large number of meetings.
Average attendance was 92.8 % (previous year 93.8 %) at plenary meetings and 85.3 % (previous year 97.6 %) at committee
meetings. The majority of Supervisory Board members attended significantly more than half the Supervisory Board meetings and
meetings of the committees on which they sat in FY 2018. Members unable to attend a meeting usually participated in the voting
through proxies. Preparation of all Supervisory Board members was greatly facilitated by the practice of distributing
documents in advance in the run-up to the meetings and largely dispensing with handouts at meetings.

Attendance at meetings of the Supervisory Board in FY 2018

Attendance at meetings of the Supervisory Board 2018
Name Supervisory Presiding Audit Nomination Strategy
Board Committee Committee Committee Committee
Prof. Klaus 9 (9)1 10 (10)1 7 (7) 2 (2)1 5 (5)
Mangold
(Chairman)1
Frank 9 (9)2 10 (10) 3 (5)
Jakobi
(Deputy
Chairman)2
Sir Michael 4 (4)2 5 (5) 2 (2)
Hodgkinson
(Deputy
Chairman)2
Andreas 9 (9) 6 (7)
Barczewski
Peter 8 (9) 8 (10)
Bremme
Prof. Edgar 8 (9) 7 (7)1
Ernst
Wolfgang 9 (9)
Flintermann
Angelika 9 (9) 4 (5)
Gifford
Valerie 8 (9) 3 (5)
Frances
Gooding
Dr Dierk 9 (9) 7 (7)
Hirschel
Janis Carol 9 (9) 7 (7)
Kong
Peter Long 8 (9)2 5 (10) 5 (5)1
(Deputy
Chairman)2
Coline 9 (9) 7 (7)
Lucille
McConville
Alexey A. 4 (9) 6 (10) 0 (2) 5 (5)
Mordashov
Michael 9 (9) 7 (7)
Pönipp
Carmen Riu 6 (9) 8 (10) 2 (2)
Güell
Carola 9 (9)
Schwirn
Anette 9 (9) 10 (10)
Strempel
Ortwin 8 (9) 10 (10) 7 (7)
Strubelt
Stefan 9 (9)
Weinhofer
Dr Dieter 5 (5)
Zetsche

Attendance 92.8 84.7 98.2 75.0 83.3
at meetings
in %
Attendance 85.3
at
Committee
meetings in
%

(In brackets: number of meetings held)
1 Chairman of Committee

2 Deputy Chairman of Committee

Key topics discussed by the Supervisory Board

The Supervisory Board held nine meetings. In addition, two resolutions were adopted by written circulation. The meetings
focused on the following issues:

1. At its meeting on 17 October 2017, the Supervisory Board considered current business performance. The discussions also
focused on Brexit. In this context, we talked in detail about any measures to be adopted by the Group in the event of a hard
Brexit. Our deliberations also focused on the efficiency programme at TUI fly, the situation of Air Berlin, the effects of the
EU Network and Information Security Directive and the approval of the diversity concept for the Supervisory Board and the
Executive Board. In the framework of Executive Board matters, we discussed the status of negotiations on the revised service
contracts reflecting the new remuneration structure effective from FY 2018. The Supervisory Board furthermore approved the
budget for FY 2018.

2. At its extraordinary meeting on 15 November 2017, the Supervisory Board addressed in detail the negotiations of the new
service contracts for the Executive Board members applicable from FY 2018. These extensive deliberations focused on key
conditions and the definition of performance indicators.

3. At its meeting on 12 December 2017, the Supervisory Board discussed in detail the annual financial statements of TUI Group
and TUI AG, each having received an unqualified audit opinion from the auditors, the Combined Management Report for TUI Group
and TUI AG, the Report by the Supervisory Board, the Corporate Governance Report and the Remuneration Report. The discussions
were also attended by representatives of the auditors. The Audit Committee had already considered these reports the previous
day. Following its own review, the Supervisory Board endorsed the findings of the auditors. We then approved the financial
statements prepared by the Executive Board and the Combined Management Report for TUI AG and the Group. The annual financial
statements for 2018 were thereby adopted. Moreover, the Supervisory Board approved the Report by the Supervisory Board, the
Corporate Governance Report and the Remuneration Report. It also adopted the invitation to the ordinary AGM 2018 and the
proposals for resolutions to be submitted to the AGM. Alongside the HR and Social Report, we received a number of other
reports, including on the results of the TUIgether 2017 employee survey and on the situation at Air Berlin and TUI fly. In the
framework of Executive Board matters, we adopted the core elements of the remuneration system for the service contracts for
the Executive Board members applicable from FY 2018, fixed the quota for female representation on the Executive Board and
confirmed the appointment of Frank Rosenberger, currently a deputy member, as an ordinary member of the Executive Board with
effect from 1 January 2018. The Supervisory Board also heard a status report on the expansion of capacity at TUI Cruises GmbH.

4. On 12 February 2018, the Supervisory Board mainly discussed TUI AG's interim statements and report for the quarter ending
31 December 2017 and prepared the 2018 Annual General Meeting. The Supervisory Board was also given a report on the sales
process for an investment and updates on the revision of the UKCorporate Governance Code and on business performance in source
market Germany. We adopted resolutions on transactions requiring the Supervisory Board's consent, approving the expansion of
capacity for TUI Cruises GmbH and the potential issue of a corporate bond for aircraft financing purposes.

5. At its meeting on 13 February 2018, the Supervisory Board elected Peter Long as its new second Deputy Chairman, as Sir
Michael Hodgkinson had stepped down from the Supervisory Board that day upon the close of the 2018 AGM. We also elected new
members for the Supervisory Board committees.

6. At the extraordinary Supervisory Board meeting on 13 March 2018, held in the form of a conference call, we intensively
debated and approved the acquisition of Destination Management from Hotelbeds Group. We also appointed Birgit Conix as an
Executive Board member. From FY 2019, she will take over as CFO.

7. On 28 March 2018, we approved the application submitted by Sebastian Ebel to release him temporarily from his duties for a
sabbatical from 16 April 2018 up to and including 15 June 2018.

8. On 8 May 2018, we debated TUI AG's interim report for the second quarter ending on 31 March 2017 and the half-year
financial report. We also resolved to adjust the remuneration for Dr Elke Eller and fixed the targets for the
performance-related remuneration component for Birgit Conix. The Supervisory Board subsequently heard a report on the
development of senior executives in the light of succession planning for the Executive Board, including personnel development
for the top management level. We were then briefed about the approach to Brexit moving forward, the status of negotiations
around Corsair, the IT security structure, and the Security, Health & Safety organisation. We discussed on-going developments
regarding the issue of a corporate bond for aircraft financing purposes. We also adopted resolutions on transactions requiring
the Supervisory Board's consent, including the issue of employee shares, the expansion of capacity at Hapag-Lloyd Cruises
GmbH, and an alternative financing instrument for aircraft financing. We furthermore approved the Group Manual for equity
trading by persons with limited trading authorisation.

9. At its extraordinary meeting on 22 May 2018, which was held as a conference call, the Supervisory Board discussed approval

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -4-

of a change in the business allocation plan for the Executive Board in order to align the Group's organisational structure
with its strategy.

10. On 28 August 2018 (by written circulation), the Supervisory Board approved the increase in the Company's capital stock for
the issue of employee shares under the oneShare employee share programme for FY 2018.

11. During a three-day strategy offsite meeting on 11 and 12 September 2018, we scrutinised the key trends in the tourism
market, the business opportunities in China and South East Asia, the focus for strategic development, prospects for market
consolidation and Brexit-related challenges. However, we also devoted detailed discussion to our future strategic orientation
in the online market resulting from the acquisition of an established online platform. At the meeting, the Supervisory Board
engaged deeply in very constructive and open dialogue about tackling the challenges of the future together with the members of
the Executive Board, including the managers in charge of the topics presented.

Following this deliberation of strategic topics, on 13 September 2018 the Supervisory Board comprehensively debated the
consolidated five-year plan and Executive Board matters. We were also given reports on information security and on progress
with the creation of a single purchasing platform. The meeting likewise focused on the status of negotiations on the disposal
of Corsair. We concluded by adopting a resolution on a transaction requiring our consent in connection with the acquisition of
Musement S.p.A.

Meetings of the Presiding Committee

The Presiding Committee takes the lead on various Executive Board issues (including succession planning, new appointments,
terms and conditions of service contracts, remuneration, proposals for the remuneration system). It also prepares the meetings
of the Supervisory Board. Alongside the members of the committee, Dr Dieter Zetsche has been a regular guest attending the
meetings of the Presiding Committee since his election as a member of TUI AG's Supervisory Board. In the period under review,
the Presiding Committee held ten meetings.

Members of the Presiding Committee

· Prof. Klaus Mangold · · Frank Jakobi
(Chairman)
· Peter Long
· Peter Bremme (from 13 February
2018)
· Carmen Riu Güell
· Alexey Mordashov
· Sir Michael Hodgkinson
(until 13 February 2018) · Anette Strempel

· Ortwin Strubelt

1. At its meeting on 17 October 2017, the Presiding Committee discussed Executive Board issues, including deliberations on
various topics related to Executive Board remuneration for the completed financial year and the current financial year as well
as the business allocation plan for the Executive Board. The committee also discussed the preliminary findings from the
TUIgether employee survey and follow-up measures.

2. At its extraordinary meeting on 3 November 2017, the Presiding Committee considered the status of the negotiations about
the new service contracts for the members of the Executive Board in connection with the revision of the remuneration system.
We adopted resolutions on variable annual pay for FY 2018 and discussed a review of the appropriateness of Executive Board
remuneration and pensions carried out by an external remuneration consultant. We also discussed the succession for the CFO.

3. At its extraordinary meeting on 27 November 2017, after further deliberation, the Presiding Committee recommended the
appointment of Dr Dieter Zetsche as a member of TUI AG's Supervisory Board and again discussed the succession for the CFO.

4. On 12 December 2017, the Presiding Committee discussed Executive Board matters. In that context, it again discussed the
status of negotiations on the new service contracts for the Executive Board members and the search for a successor to the CFO.
It also adopted resolutions to confirm the appointment of Frank Rosenberger as an ordinary Executive Board member and the
fixing of a female quota for Executive Board members.

5. On 12 February 2018, the Presiding Committee considered and confirmed the performance indicators for the annual bonus for
FY 2018 and addressed ongoing succession planning for the CFO. It furthermore discussed the future composition of the
Supervisory Board and its committees.

6. At its extraordinary meeting on 28 February 2018, the Committee auditioned candidates selected as potential successors to
the CFO. A specific recommendation for the Supervisory Board members was then adopted.

7. At the extraordinary meeting of the Presiding Committee held as a conference call on 23 March 2018, the Committee carefully
considered a resolution on a sabbatical for Sebastian Ebel.

8. On 7 May 2018, we discussed the report on senior executive development and Executive Board matters, which included in
particular the contractual conditions for Dr Elke Eller and for the CFO. We also discussed the current CFO's plan for stepping
down.

9. At the extraordinary Presiding Committee meeting on 16 May 2018, held as a conference call, the Presiding Committee dealt
in detail with changes in the business allocation plan for the Executive Board.

10. On 11 September 2018, the Presiding Committee discussed the termination agreement for the CFO and the appointment of his
successor.

Audit Committee

Members of the Audit Committee:

· Prof. Edgar Ernst · · Prof. Klaus
(Chairman) Mangold

· Andreas Barczewski · Coline McConville

· Dr Dierk Hirschel · Michael Pönipp

· Janis Kong · Ortwin Strubelt

The Audit Committee held seven ordinary meetings in the financial year under review. For the tasks and the advisory and
resolution-related issues discussed by the Audit Committee, we refer to the comprehensive report on page 22.

Nomination Committee

The Nomination Committee proposes suitable shareholder candidates to the Supervisory Board for its election proposals to the
Annual General Meeting or appointment by the district court.

Members of the Nomination Committee, which held two meetings:

· Prof. Klaus Mangold · · Peter Long
(Chairman) (from 13 February
2018)
· Carmen Riu Güell
· Alexey Mordashov
· Sir Michael Hodgkinson
(until 13 February 2018)

1. At its meeting on 17 October 2017, the Nomination Committee discussed the future composition of the Supervisory Board,
representation for the shareholders on the committees and the diversity concept for the Supervisory Board.

2. At its extraordinary meeting on 27 November 2017, the Nomination Committee adopted a resolution to recommend to the 2018
AGM that Dr Dietsche Zetsche be elected to TUI AG's Supervisory Board.

Strategy Committee

The Strategy Committee was established on 9 February 2016 by resolution of the Supervisory Board. Its task is to advise the
Executive Board in developing and implementing the corporate strategy. The Committee met six times in the financial year under
review. Apart from Committee members, the meetings of the Strategy Committee have been regularly attended by Dr Dieter Zetsche
since his election to TUI AG's Supervisory Board.

The members of the Strategy Committee, which met five times, are:

· Peter Long · · Frank Jakobi
(Chairman)
· Prof. Klaus
· Angelika Gifford Mangold

· Valerie Gooding · Alexey Mordashov

1. At its meeting on 18 October 2017, the Committee dealt extensively with the Group's aviation strategy and business
development in South East Asia.

2. At its meeting on 11 December 2017, the Committee again discussed the aviation strategy and business performance in South
East Asia. We also defined performance indicators as a basis for the Group's strategy.

3. On 12 February 2018 we deliberated on the airline strategy and business development in South East Asia, which was an
overall focus of this year's work by the Strategy Committee. Moreover, the Strategy Committee heard a report on the status of
the online strategy in different source markets. We also discussed relevant key indicators.

4. At its extraordinary meeting on 5 March 2018, the Committee discussed the strategic importance of the acquisition of
Destination Management from Hotelbeds Group and prepared a corresponding draft resolution for the Supervisory Board plenary
meeting.

5. From 8 to 12 May 2018, the Committee went on a trip to the People's Republic of China to explore opportunities for
strategic expansion in source market China. To that end, we engaged in dialogue with Chinese companies to benefit from
experience and to discuss fundamental orientation with a view to strategic partnerships.

Corporate Governance

Due to the primary quotation of the TUI AG share on the London Stock Exchange and the constitution of the Company as a German
stock corporation, the Supervisory Board naturally grants regular and very careful consideration to the recommendations around
German and British corporate governance. Apart from the mandatory observance of the rules of the German Stock Corporation Act
(AktG), German Industrial Co-Determination Act (MitbestG), the Listing Rules and the Disclosure and Transparency Rules, TUI AG
had announced in the framework of the merger that the Company was going to observe both the German Corporate Governance Code
(DCGK) and - as far as practicable - the UK Corporate Governance Code (UK GCG).

For the DCGK - conceptually founded, inter alia, on the German Stock Corporation Act - we issued an unqualified declaration of

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -5-

compliance for 2018 pursuant to section 161 of the German Stock Corporation Act, together with the Executive Board. By
contrast, there are some deviations from the UK CGC due for the most part to the different concepts underlying a one-tier
management system for a public listed company in the UK (one-tier board) and the two-tier management system comprised of
Executive Board and Supervisory Board in a stock corporation based on German law.

More detailed information on corporate governance, the declaration of compliance for 2018 pursuant to section 161 of the
German Stock Corporation Act and the declaration on the UK CGC is provided in the Corporate Governance Report in the present
Annual Report, prepared by the Executive Board and the Supervisory Board (from page 112), as well as on TUI AG's website.

Conflicts of interest

In the period under review, the Supervisory Board continuously monitored for conflicts of interest and found that no conflict
of interest occurred in FY 2018.

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

The Supervisory Board reviewed the annual and consolidated financial statements and the financial reporting to establish
whether they were in line with applicable requirements. Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, audited the
annual financial statements of TUI AG prepared in accordance with the provisions of the German Commercial Code (HGB), as well
as the combined management report of TUI AG and TUI Group, and the consolidated financial statements for FY 2018 prepared in
accordance with the provisions of the International Financial Reporting Standards (IFRS), and issued their unqualified audit
certificate. The above documents, the Executive Board's proposal for the use of the net profit available for distribution and
the audit reports by the auditors had been submitted in good time to all members of the Supervisory Board. They were discussed
in detail at the Audit Committee meeting on 11 December 2018 and the Supervisory Board meeting on 12 December 2018, convened
to discuss the annual financial statements, where the Executive Board provided comprehensive explanations of these statements.
At those meetings, the Chairman of the Audit Committee and the auditors reported on the audit findings, having determined the
key audit areas for the financial year under review beforehand with the Audit Committee. Neither the auditors nor the Audit
Committee identified any weaknesses in the early risk detection and internal control system. On the basis of our own review of
the annual financial statements of TUI AG and TUI Group and the combined management report, we did not have any grounds for
objections and therefore concur with the Executive Board's evaluation of the situation of TUI AG and TUI Group. Upon the
recommendation of the Audit Committee, we approve the annual financial statements for FY 2018; the annual financial statements
of TUI AG are thereby adopted. We comprehensively discussed the proposal for the appropriation of profits with the Executive
Board and approved the proposal in the light of the current and expected future financial position of the Group.

Composition of the Executive Board and
Supervisory Board

The composition of the Executive Board and Supervisory Board as at 30 September 2018 is presented in the tables on pages 112
for the Supervisory Board and page 114 for the Executive Board.

SUPERVISORY BOARD

Upon the close of the 2018 AGM, the second Deputy Chairman of the Supervisory Board, Sir Michael Hodgkinson, stepped down from
the Supervisory Board. At the same AGM, Dr Dieter Zetsche was elected to serve on TUI AG's Supervisory Board for the next five
years.

The Supervisory Board elected Peter Long as its new second Deputy Chairman.

PRESIDING COMMITTEE

Sir Michael Hodgkinson stepped down from the Supervisory Board and thus also the Presiding Committee with effect from the
close of the 2018 AGM. The Supervisory Board elected Peter Long as the fourth shareholder representative on the Presiding
Committee.

NOMINATION COMMITTEE

Sir Michael Hodgkinson also stepped down from the Nomination Committee from the close of the 2018 AGM. The Supervisory Board
elected Peter Long as his successor on the Nomination Committee.

EXECUTIVE BOARD

At the meeting on 13 March 2018, Birgit Conix was appointed to the Executive Board with effect from 15 July 2018 for a period
of three years.

Horst Baier stepped down from the Executive Board with effect from the close of 30 September 2018. He is succeeded by Birgit
Conix.

Word of thanks

The Supervisory Board expressly thanks all employees of TUI Group for their day-to-day dedication, which has again contributed
to a very successful financial year.

Hanover, 12 December 2018

On behalf of the Supervisory Board:

Prof. Klaus Mangold

Chairman of the Supervisory Board

AUDIT COMMITTEE REPORT

Dear Shareholders,

as the Audit Committee, it is our job to assist the Supervisory Board in carrying out its monitoring function during the
financial year, particularly in relation to accounting and financial reporting for the TUI Group, as required by legal
regulations, the German Corporate Governance Code as well as the UK Corporate Governance Code and the Supervisory Board Terms
of Reference.

In addition to these core functions, we are responsible in particular for monitoring the effectiveness and proper functioning
of internal controls, the risk management system, the internal audit department and the legal compliance system.

Furthermore, the Audit Committee is responsible for selecting external auditors. The selected auditors are then required to be
put forward by the Supervisory Board to the Annual General Meeting for appointment. Following the appointment by the Annual
General Meeting, the Supervisory Board formally commissions the external auditors with the task of auditing the annual
financial statements and consolidated financial statements and reviewing the half-year financial statements as well as
possible additional interim financial information, which comply with the requirements for half-year financial statements.

The Audit Committee was elected by the Supervisory Board directly after the annual general meeting 2016 and currently consists
of the following eight Supervisory Board members:

· Prof. Edgar Ernst · · Prof. Klaus Mangold
(Chairman)
· Coline Lucille
· Andreas Barczewski McConville

· Dr Dierk Hirschl · Michael Pönipp

· Janis Carol Kong · Ortwin Strubelt

The membership of the Audit Committee members corresponds to the duration of their appointment to the Supervisory Board. There
are no personnel changes to report in the composition of this committee since the last election.

Both the Chairman of the Audit Committee and the remaining members of the Audit Committee are seen by the Supervisory Board as
meeting the criterion of being independent. In addition to the Chairman of the Audit Committee, at least one other member is
required to have expertise in the field of accounting and experience in the use of accounting principles and internal control
systems.

The Audit Committee has six regular meetings a year and additional topic-specific meetings may also be convened. These
topic-specific meetings include one meeting in which the Executive Board explains to the Audit Committee the key content of
the pre-close trading updates published shortly before the reporting date of the annual financial statements. The remaining
meeting dates and agendas are geared in particular towards the Group's reporting cycle and the agendas of the Supervisory
Board.

The Chairman of the Audit Committee reports on the work of the Audit Committee and its proposals in the Supervisory Board
meeting that follows each Audit Committee meeting.

Apart from the Audit Committee members, the meetings have been attended by the Chairman of the Executive Board, the CFO and
depending on the topics covered the Directors Group Financial Accounting & Reporting, Group Audit, Group Legal, Group
Compliance & Risk and Group Treasury & Insurance.

The external auditors have also been invited to meetings on relevant topics. Wherever required, additional members of TUI
Group senior management and operational management have been asked to attend Audit Committee meetings, as have external
consultants.

Where it was deemed necessary to go into further detail on specific topics or cases, the Chairman of the Audit Committee held
- in addition to Audit Committee meetings - individual meetings with the relevant Executive Board, senior management or
auditor representatives. The Chairman of the Audit Committee reported on the key findings and conclusions from these meetings
in the next Audit Committee meeting.

The members took part in the Audit Committee meetings as shown in the table on page 17.

Implementation of the European General Data Protection Regulation

Since 25 May 2018, the European General Data Protection Regulation (EU GDPR) is in place. Even though we are convinced that
data protection, especially of customer data, has always been a high-priority matter within TUI, the new EU GDPR implemented
new and extended regulations that need to be taken into account. In our meetings we regularly received reports on the status
of the implementation in the single business units.

Based upon this , we can report, that the implementation according to the specific national regulations was finished on time
and that we are convinced that TUI took appropriate measures to comply with the EU GDPR rules.

Reliability of financial reporting and monitoring of accounting process

The Executive Board of a German stock corporation (Aktiengesellschaft) alone is responsible for preparing its Annual Report &

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -6-

Accounts (ARA). Section 243(2) of the German Commercial Code (HGB) requires the ARA to be clearly structured and to give a
realistic overview of the company's financial situation. This is equivalent to the requirement of the UK Corporate Governance
Code (UK CGC) for the ARA to be fair, balanced and understandable. Even though the evaluation of this requirement has not been
transferred to the Audit Committee, the Executive Board is comfortable that the submitted ARA satisfies the requirements of
both legal systems.

In order to be sure ourselves of the reliability of both the annual financial statements and interim reporting, we have
requested that the Executive Board informs us in detail about the Group's business performance and its financial situation.
This was done in the four Audit Committee meetings that took place directly before the financial statements in question were
published. In these meetings, the relevant reports were discussed and the auditors also reported in detail on key aspects of
the financial statements and on the findings of their audit or review.

In order to monitor accounting, we examined individual aspects in great detail. In addition, the accounting treatment of key
balance sheet items were reviewed, in particular goodwill, advance payments for tourism services and other provisions. In
consultation with the auditors, we made certain that the assumptions and estimates underlying the balance sheet were
appropriate. In addition, any material legal disputes and key accounting issues arising from the operating businesses were
assessed by the Audit Committee.

In the period under review, we focused above all on the following individual subjects:

As the transfer of the existing local brands to the uniform TUI brand in the course of the 'OneTUI' project is completed, we
asked the management to inform us about the costs and benefits of the project during this financial year. Based on these
information we estimate the costs as appropriate and justified by the sustainable benefits from a uniform international brand.

Moreover, we discussed the results from a tax inspection for the Riu group, which led to additional taxes in this financial
year. The Spanish tax authorities questioned the allocation of taxable profits to the companies involved in the sales
organisation of the Riu group in different countries. We received a report on details of this issue and on the next steps to
be taken. Additionally, we required a confirmation that there are no other similar organisational structures within the Riu
group.

Each quarterly reporting we asked for a report on the risks from guarantee and advance payment mechanisms related to Group and
third-party hotels in Turkey and North Africa and on the countermeasures being undertaken, even though the bookings showed a
noticeable recovery for these destinations in this financial year.

Besides, we gathered information about corporate transactions of the financial year. Furthermore, we also examined TUI's
investing activity in the following areas: Airlines, Hotels & Resorts, Cruises and IT. We obtained explanations of the key
investments within the Group divisions and the earnings contributions from these investments.

The Audit Committee also discussed the going concern and viability statement analysis prepared by the company to support the
statements made in the half-year report and the ARA.

Starting with FY 2018, the management report must contain information on corporate social responsibility (CSR). TUI started to
publish the respective information already in FY 2017. The responsibility for the review of the content lies with the
Supervisory Board. The Supervisory Board decided to take support from the Group Audit department of TUI. Accordingly, we asked
Group Audit to inform us about the findings of their evaluation during this financial year and we are convinced that the
content of the CSR report is suitable and fair.

In addition, the consistency of the reconciliation from profit before tax to the key figure 'underlying earnings' and the
material adjustments were discussed for all quarterly reports and for the annual financial statements.

Our evaluation of all discussed aspects of accounting and financial reporting is in line with that of both management and the
Group auditors.

Effectiveness of internal controls and the risk management system

The Audit Committee recognises that a robust and effective system of internal control is critical to achieving reliable and
consistent business performance. To fulfil its legal obligation to examine the effectiveness of internal controls and the risk
management system, the Audit Committee is informed regularly about their current status and also about the further development
of them.

The Group has continued to evolve its internal control framework which is underpinned by the COSO concept. Regular testing by
management of the key financial controls is now a matter of routine in the larger businesses, and in our two largest source
markets (UK and Germany) more widespread testing of internal controls is conducted.

Within the Group, the compliance function is further broken down into three areas: Finance, Legal and IT. These teams play a
crucial role in improving controls across the Group and identifying areas where more focus is required. The Group auditors
also report to us on any weaknesses they find in the internal control system of individual Group companies, and management
tracks these items to ensure that they are addressed on a timely basis.

As stated from page 40 of the risk report, the Audit Committee receives regular reports on the performance and effectiveness
of the risk management system. The Risk Oversight Committee is an important management committee within the Group and we are
satisfied that there is appropriate, active management of risk throughout the Group.

The Group Audit department ensures the independent monitoring of implemented processes and systems as well as of core projects
and reports directly to the Audit Committee in each regular meeting. In the period under review, the Audit Committee was not
provided with any audit findings indicating material weaknesses in internal controls or the risk management system. As well as
this, talks are held regularly between the Chairman of the Audit Committee and the Director of Group Audit for the purposes of
closer consultation. The audits planned by the Group Audit department for the following year were presented to the Audit
Committee in detail, discussed and approved. The Audit Committee feels that the effectiveness of the Group Audit department is
ensured through this regular consultation.

The legal compliance system was examined via checklists and, for the first time, also by a self-assessment of the entities.
The group-wide, uniformly implemented system was presented to us and we received a report about the conducted risk analysis
and the measures derived from it. In addition to the core elements of the internal control and risk management system, the
Group's hedging policy was part of the reporting to us during the year.

Whistleblower systems for employees in the event of compliance breaches

Whistleblower systems have been set up across the Group to enable employees to draw attention to potential breaches of
compliance guidelines.

Reporting on the legal compliance system included information about the group-wide standardisation of these whistleblower
systems and we were also shown the main findings during the current financial year from this system.

Examination of auditor independence and objectivity

For FY 2018, the Audit Committee recommended to the Supervisory Board that it proposes Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte) to the Annual General Meeting as auditors. Following the commissioning of Deloitte
as auditors by the Annual General Meeting in February 2018, the Supervisory Board appointed Deloitte with the task of auditing
the 2018 annual financial statements and reviewing the half-year financial statements as per 31 March 2018.

The Chairman of the Audit Committee discussed with Deloitte in advance the audit plan for the annual financial statements as
at 30 September 2018, including the key areas of focus for the audit and the main companies to be audited from the Group's
perspective. Based on this, the Audit Committee firmly believes that the audit has taken into account the main financial risks
to an appropriate degree and is satisfied that the auditors are independent and objective in how they conduct their work.

The audit fees were discussed with the auditors and we are convinced that the amount of these costs is reasonable. Based on
the regular reporting by the auditors, we have every confidence in the effectiveness of the external audit. Therefore, we
decided to recommend to the Supervisory Board that it propose to the AnnualGeneral Meeting to elect Deloitte as auditors for
the FY 2019 as well. In a tender process in the FY 2016, Deloitte was selected as auditors and continued to be auditor since
the first election by the Annual General Meeting in 2017.

In order to ensure the independence of the auditors, any non-audit services to be performed by the auditors must be submitted
to the Audit Committee for approval before commissioning. Depending on the amount involved, the Audit Committee makes use of
the option of delegating the approval to the company. The Audit Committee Chairman is only involved in the decision once a
specified cost limit has been reached. Insofar as the auditor has performed services that do not fall under the Group audit,
the nature and extent of these have been explained to the Audit Committee. This process complies with the company's existing
guideline regarding the approval of non-audit services and it takes into account the requirements from the AReG regulations
on prohibited non-audit services and on limitations of the scope of non-audit services. In FY 2018, these non-audit services

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -7-

accounted for 7 % of the auditor's overall fee of EUR 9,8 million.

I would like to take this opportunity to thank the Audit Committee members, the auditors and the management for their hard
work over the past financial year.

Hanover, 11 December 2018

Prof. Edgar Ernst

Chairman of the Audit Committee

TUI Group Strategy

Strategy & Business Model

The leisure travel market has consistently outperformed world output growth over the last decade. This market is also
projected to remain very attractive in the future. However, the traditional tour operator and package holiday market remains
highly competitive. Online Travel Agencies have started to combine hotel and flight offerings by providing customers with
dynamic packaging. In addition, airline operators now provide holiday accommodation as an add-on to de-risk their own flight
capacity, supported by increasingly sourcing hotels directly. Meanwhile it is increasingly likely that there will be new
market entrants, for example in the form of global tech companies.

Against this background, TUI has strategically moved away from the traditional tour operator model and developed into an
integrated provider of Holiday Experiences. We have invested in our own product offerings, enabling us to create unique
holidays for our customers, which is a key differentiation factor from our competitors. A TUI customer could be inspired by
TUI, and book with TUI, and then experience a TUI flight, TUI transfer in destination, TUI hotel / cruise and TUI activity, as
part of our end to end integrated product offering. This means our customers receive a holistic and seamless experience, while
TUI receives more accurate information about what our customers truly want, helping our aim to further facilitate
individualised offerings. From an end to end customer journey perspective, around 70 % of our underlying EBITA comes from our
own and committed differentiated products.

Holiday Experiences

TUI operates 380 hotels and 16 cruise ships globally through ownership, JVs, management contracts, leases or franchise, and
maintains a strong position in the growing tours & activities market with our 150 k excursion and activity offerings. Our
differentiated hotel and club brand portfolio, our uniquely positioned German and UK cruise brands, and our global tours,
activities and services destination business is well diversified to mitigate content cluster risks.

Details see from page 32

Our strong and in the future fully digitalised risk management tools within distribution and purchasing, allow us to optimise
occupancy and yield. 23 m customers come through our Markets & Airlines, including joint ventures in Canada and Russia,
complemented by 4 m customers sold either directly by Holiday Experiences, or via third parties. An optimised and in the
future fully dynamic allocation of around 100 m bed nights and approx. EUR 5 bn third party hotel beds purchasing volume
globally, will further contribute to our yield maximisation. As part of our divisional strategy, we continue to invest into
the growth and diversification of our hotel and cruise portfolio, leading to a more seasonally robust business mix delivering
superior margins. Looking ahead, building a new Southeast Asia hotel cluster is a strategic priority. In addition we have a
strong pipeline of new ship deliveries in the coming years.

The global and pre-dominantly offline, fast growing tours and activities market, worth over EUR 150 bn is highly fragmented
with over 300 k providers and therefore offers a strong growth and consolidation opportunity for TUI Group. By acquiring the
Hotelbeds Destination Management business and the technology platform specialist Musement, TUI has built a leading and fully
digitalised Destination Experiences business. From FY 2019 onwards we operate in 49 countries with over 150 k excursions and
activities in destinations in our inventory for our own and third party customers. This set up allows us to offer our 27 m
customers excursions and activities, in particular even prior to the customers' arrival in the destination. The trust in our
brand and our strong fulfillment capabilities allow us to fulfill our customers' expectations from order intake to payment.

Markets & Airlines

TUI operates a customer centric and diversified distribution and fulfillment business across Europe. We combine leveraging our
strong market and customer knowledge, driving customer satisfaction and retention, with service and fulfillment. Packaging and
purchasing is increasingly driven through our digital platforms and our own airlines, supported by third party flights,
facilitate the link between customer demand and our own, as well as third party committed and non-committed hotel and cruise
offerings.

Enhancing efficiency by harmonising these regional market organisations, which include our airlines as well, is a key
strategic priority.

In addition, we intend to diversify our existing market footprint further. Through our fully digital LTE platform, we are
pursuing a low risk entry strategy, simultaneously improving our position to yield our Holiday Experiences' risk capacity
through additional new source market demand.

Group Platforms

Our Group platform initiatives, in particular around IT and digitalised customer relationship management, will enable us to
enhance our Group yields further. By individualising our offerings and identifying the next best activity for our customers,
enabled by our integrated content management and distribution business model, we enhance customer satisfaction and drive our
ancillary yields, a win-win opportunity. As an example, our select your room initiative, allows our customers to book their
preferred and specific hotel room, which moves our offering from room category pricing to individualised room pricing.

It is the integrated and double diversified nature of our business, which sets us apart from the competition. Our integrated
business model proves to be robust, offering flexibility to react to external challenges, either in one of our Markets &
Airlines or destinations.

Capital Allocation

We will continue to operate within a clearly defined and disciplined capital allocation framework. Our strong cash generation
allows us to invest, pay dividends and strengthen the balance sheet. Since the merger, we have generated around EUR 2 bn of
disposal proceeds, which we have reinvested primarily into our higher margin, lower seasonality and better quality Holiday
Experiences business, with a ROIC hurdle rate for growth investments of at least 15 % on average. We also invest via
ring-fenced joint ventures, make use of highly efficient asset finance and other finance instruments, as well as more 'asset
light' hotel management contracts, to optimise the cash flow available to shareholders.

Finally, we have a clear financial policy to ensure balance sheet stability, targeting a leverage ratio of 3.0 times to 2.25
times and coverage ratio of 5.75 times to 6.75 times.

Summary

Looking ahead, we continue to expect to deliver superior annual earnings growth with improved seasonality, strong cash
conversion and strong ROIC performance. This will be driven by benefits of our digitalisation efforts, efficiency measures and
differentiation strategy through the disciplined expansion of own hotel and cruise, plus destination experience content.

Please refer to the Guidance section from page 56 for further details.

Our employees

Qualified and engaged employees are a major prerequisite for TUI's long-term success. We are aiming to be an attractive
employer, encouraging our employees to engage with passion and personality. One of the key elements of our global HR
strategy, therefore, is to attract and promote people with talent and to retain them by offering attractive employment
conditions. In 2018, our engagement index* is 76, one point below previous year's value. Our goal is to achieve a colleague
engagement score of over 80 by 2020 in order to be among the Top 25 global companies.

At the same time, digital transformation creates technical, cultural and organisational challenges
for our employees. However, digitalisation also creates opportunities for personalised lifestyles
and work design. We are seeking to actively address these requirements and the permanent change taking place in the world of
work so as to shape the future together.

* The Engagement Index comprises the individual commitment
and the team commitment of our employees. Individual commitment means not only overall satisfaction, but also
the willingness for recommendation, the pride to work for
a company as well as the belief in its future viability.

Our environment

For TUI Group, economic, environmental and social sustainability is a fundamental management principle and a cornerstone of
our strategy for continually enhancing the value of our Company. This is the way we create the conditions for long-term
economic success and assume responsibility for sustainable development in the tourism sector.

The goals we set ourselves in our 'Better Holidays, Better World' sustainability strategy include 'Step lightly', where we aim
to reduce the environmental impact of our business operations and to fix clear, ambitious goals for improvements in all Group
areas.

Greenhouse gas emissions and the impact of these emissions on climate change pose one of the major global challenges for the
tourism sector.
In FY 2018, TUI Group's total emissions increased year-on-year in absolute terms, primarily due to
the growth in Airlines & Aviation. At 66.7 g CO2 / pkm, specific carbon emissions of our airlines were flat year-on-year. This
means that we already operate one of Europe's most carbon-efficient airlines and continually seek to deliver further
improvements.

Our goal: We will operate the most carbon-efficient airlines in Europe and cut the carbon intensity of our operations by 10 %
by 2020 (baseline year 2014).

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -8-

Corporate profile

How we do it - Group structure

TUI AG parent company

TUI AG is TUI Group's parent company headquartered in Hanover and Berlin. It holds direct or, via its affiliates, indirect
interests in the principal Group companies conducting the Group's operating business in individual countries. Overall, TUI
AG's group of consolidated companies comprised 285 direct and indirect subsidiaries at the balance sheet date. A further 17
affiliated companies and 27 joint ventures were included in TUI AG's consolidated financial statements on the basis of at
equity measurement.

For further details on principles and methods of consolidation and TUI Group shareholdings see pages 161 and 251.

Organisation and management

TUI AG is a stock corporation under German law, whose basic principle is dual management by two boards, the Executive Board
and the Supervisory Board. The Executive and Supervisory Boards cooperate closely in governing and monitoring the Company. The
Executive Board is responsible for the overall management of the Company.

The appointment and removal of Board members is based on sections 84 et seq. of the German Stock Corporation Act in
combination with section 31 of the German Co-Determination Act. Amendments to the Articles of Association are effected on the
basis of the provisions of sections 179 et seq. of the German Stock Corporation Act in combination with section 24 of TUI AG's
Articles of Association.

Executive Board and Group Executive Committee

As at the balance sheet date, the Executive Board of TUI AG consisted of the CEO and five other Board members.

For details on Executive Board members see page 114

A Group Executive Committee was set up in order to manage TUI Group strategically and operationally. As at 30 September 2018,
the Committee consisted of twelve members who meet under the chairmanship of CEO Friedrich Joussen.

TUI Group structure

Since the merger between TUI AG and TUI Travel PLC in December 2014, TUI Group has been a world market leader in tourism. Its
core businesses, Holiday Experiences and Markets & Airlines, are clustered into the segments Hotels & Resorts, Cruises and
Destination Experiences as well as three regions: Northern, Central and Western Regions. TUI Group also comprises All other
segments.

In FY 2018 we have adjusted our segmental reporting to reflect the growing strategic importance of the services delivered in
our destinations. Destination Experiences is now reported separately in the segmental structure, and within Holiday
Experiences together with Hotels & Resorts and Cruises. The further businesses of former Other Tourism and All other segments
have been combined into All other segments. There are no changes to the total numbers. The prior year's reference figures were
restated accordingly.

Holiday Experiences

Holiday Experiences comprises our hotel, cruise and destination activities.

Hotels & Resorts

The Hotels & Resorts segment comprises TUI Group's diversified portfolio of Group hotel brands and hotel companies. The
segment includes ownership in hotels, joint ventures with local partners, stakes in companies giving TUI a significant
influence, and hotels operated under management contracts.

In FY 2018, Hotels & Resorts comprised a total of 330 hotels with 241,207 beds. 306 TUI Hotels & Resorts, i. e. the majority,
are in the four- or five-star category. 45 % were operated under management contracts, 40 % were owned by one of the hotel
companies, 13 % were leased and 2 % of the hotels were managed under franchise agreements.

In addition there are also 50 concept hotels operated by third party hoteliers under the TUI concept brands, TUI Sensatori,
TUI Sensimar and TUI Family Life, making a total of 380 Group hotels, incuding third party.

Categories of Hotels & Resorts
Hotel 3 stars 4 stars 5 stars Total Beds Main
brand hotels sites
Riu 3 46 41 90 82,638 Spain,
Mexico,
Caribbea
n, Cape
Verde,
Portugal
,
Morocco
Robinson - 18 6 24 14,403 Spain,
Greece,
Turkey,
Austria
Blue 2 10 14 26 27,016 Cuba,
Diamond Dom.
Rep.,
Jamaica,
Mexico,
Saint
Lucia
Other 19 117 54 190 117,150 Spain,
hotel Greece,
companies Turkey,
Egypt
Total 24 191 115 330 241,207
TUI - 32 18 50 11,696* Spain,
Sensatori Greece,
, TUI Italy
Sensimar,
TUI
Family -
third
party
concept
hotels

* rooms
As at 30 September 2018

Riu is the largest hotel company in the portfolio of Hotels & Resorts. The Majorca-based enterprise has a high proportion of
regular customers and stands for professionalism and excellent service. Most of the hotels are in the premium and comfort
segments and they are predominantly located in Spain, Mexico and the Caribbean.

Robinson, the leading provider in the German-speaking premium club holiday segment, is characterised by its professional
sport, entertainment and event portfolio. Moreover, the clubs offer high-quality hotel amenities, excellent service and
spacious architecture. Most of the hotels are located in Spain, Greece, Turkey, the Maldives and Austria. The facilities are
also aspirational in terms of promoting sustainable development and signing up to specific environmental standards.

Blue Diamond is a fast growing resort chain in the Caribbean with a unique approach of tailoring hotels to meet the highest
expectations. 26 Blue Diamond resorts are shown in the segment.

Other hotel companies include in particular the Group's other core brands TUI Blue and TUI Magic Life, as well as our
exclusive hotel concepts TUI Sensimar, TUI Sensatori and TUI Family Life. They provide holidays in top locations in our
destinations and meet high performance, quality and environmental standards.

Cruises

The Cruises segment consists of the joint venture TUI Cruises, Marella Cruises and Hapag-Lloyd Cruises. With their combined
fleet of 16 vessels, the three cruise lines offer different service concepts to serve different target groups.

Cruise fleet by ownership structure
Owned Finance Operating Total
Lease Lease
TUI Cruises 6 - - 6
(Joint Venture)
Marella Cruises 3 2 1 6
Hapag-Lloyd 3 - 1 4
Cruises

As at 30 September 2018

Hamburg-based TUI Cruises is a joint venture formed in 2008 between TUI AG and the US shipping company Royal Caribbean Cruises
Ltd., in which each partner holds a 50 % stake. With six ships so far, TUI Cruises is top-ranked in the German-speaking
premium market for cruises. The Berlitz Cruise Guide, the most important international reference guide for cruise ship
ratings, rated Mein Schiff 3, Mein Schiff 4, Mein Schiff 5 and Mein Schiff 6 among the world's five best liners in the
category 'Large Ships'.

Marella Cruises, operated under the brand Thomson Cruises until October 2017, offers voyages for different segments in the
British market with a fleet of six cruise liners.

Hapag-Lloyd Cruises is based in Hamburg, and it holds a position of leadership in the German-language market with its fleet of
four liners in the luxury and expedition cruise segments. Its flagships Europa and Europa 2 were again awarded the top rating
- the 5-stars-plus category - by the Berlitz Cruise Guide. Its expedition liners include Hanseatic and Bremen. Hanseatic
nature and Hanseatic inspiration will complement the luxury expedition segment from 2019.

Destination Experiences

The Destination Experiences segment delivers local services in the worldwide holiday destinations. TUI employs people in 49
countries to ensure these services and is among the top providers of tours, activities and excursions in the destinations.
Thanks to the acquisition of the technology start-up Musement in October 2018, TUI now has an online platform that gives small
and medium-sized companies the opportunity to offer their services in the holiday destinations following quality checks.

Markets & Airlines (formerly Sales & Marketing)

With our three regions Northern, Central and Western Region, we have well positioned sales and marketing structures providing
more than 23 m customers (including via our JVs in Canada and Russia) a year with exceptional holiday experiences. Our sales
activities are based on online and offline channels that also benefit from TUI's strong market position. The travel agencies
include Group-owned agencies as well as joint ventures and agencies operated by third parties. Thanks to our direct customer
access, we are able to build close relationships with our guests, and in future this will allow us to gear their entire

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -9-

holiday experience even more closely to their personal wishes and preferences, giving us a crucial advantage over our
competitors. In order to offer our customers a wide choice of hotels, our Markets & Airlines organisations have access to the
exclusive portfolio of TUI hotels.

They also have access to third-party bed capacity, some of which have been contractually committed. Our own flight capacity
continues to play a key role in our integrated business model. A combination of owned and third-party flying capacity enables
us to offer tailor-made travel programmes for each individual source market region and to respond flexibly to changes in
customer preferences. Thanks to the balanced management of flight and hotel capacity, we are able to develop high-profile
destinations and optimise the margins of both service providers. In FY 2018, we continued to deliver our internal efficiency
enhancement programme at one Aviation, delivering further economies of scale. In the financial year under review, we continued
our path towards a modern, fuel-efficient fleet. In 2018, the first Boeing 737 Max jets were delivered. TUI Group has ordered
a total of 68 planes of this type, considered to be the state of the art in this category of aircraft. They are scheduled for
delivery by 2023. Overall, there are more than 150 aircraft in the TUI fleet.

Northern Region

The Northern Region segment comprises tour operator activities and airlines in the UK, Ireland and the Nordics. In addition,
the Canadian strategic venture Sunwing and the joint venture TUI Russia have been included within this segment.

Central Region

The Central Region segment comprises the tour operator activities and airlines in Germany and the tour operator activities in
Austria, Switzerland and Poland.

Western Region

The tour operator activities and airlines in Belgium, the Netherlands and the tour operator activities in France are included
within the segment Western Region.

All other Segments

The category 'All other segments' includes our business activities for the new markets, the French airline Corsair, the
corporate centre functions of TUI AG and the interim holdings, as well as the Group's real estate companies.

Research and development

As a tourism service provider, the TUI Group does not engage in research and development activities comparable with
manufacturing companies. This sub-report is therefore not prepared.

Value-oriented Group management

Management system and key performance indicators

A standardised management system has been created to implement value-driven management across the Group as a whole and in its
individual business segments. The value-oriented management system is an integral part of consistent Group-wide planning and
controlling processes.

Our key financial performance indicators for the development of the earnings position are turnover and the Group's underlying
earnings before interest, taxes and expenses for the measurement of interest hedges and amortisation of goodwill (underlying
EBITA). EBITA and underlying EBITA do not include measurement effects from interest hedges. In the prior year it did not
include earnings effects from container shipping. Underlying EBITA has been adjusted for gains on disposal of investments,
restructuring expenses according to IAS 37, all effects of purchase price allocations, ancillary acquisition costs and
conditional purchase price payments as well as other expenses for and income from one-off items. One-off items carried as
adjustments are income and expense items impacting or distorting the assessment of the operating profitability of the
segments and the Group due to their level and frequency. These one-off items include in particular major restructuring and
integration expenses not meeting the criteria of IAS 37, major expenses for litigation, gains and losses from the sale of
aircraft and other material business transactions of a one-off nature.

For the development of the Group's financial position in FY 2018, we have identified TUI Group's net capital expenditure and
investments and net financial position as key performance indicators.

Instead of the net financial position, we will report the Group's leverage ratio as the key performance indicator for its
financial position from FY 2019.

Key management variables used for regular value analysis are Return On Invested Capital (ROIC) and Economic Value Added. ROIC
is compared with the segment-specific cost of capital.

We regard specific CO2 emissions (in g CO2 / PKM) of our aircraft fleet as a key non-financial performance indicator.

In order to track business performance in our segments in the course of the year, we also monitor other secondary
non-financial performance indicators, such as customer numbers in Markets & Airlines, and capacity or passenger days,
occupancy and average prices in Hotels & Resorts and Cruises.

Information on operating performance indicators is provided in the sections 'Segmental performance' on page 67 and 'The
environment' on page 86.

Cost of capital (WACC)

Cost of capital (WACC)
Hotels Cruises Markets & TUI Group
Airlines3
% 2018 2018 2018 2018
Risk-free interest 1.00 1.00 1.00 1.00
rate
Risk adjustment 6.00 6.48 6.47 5.72
Market risk 6.50 6.50 6.50 6.50
premium
Beta factor1 0.92 1.00 0.99 0.88
Cost of equity 7.00 7.48 7.47 6.72
after taxes
Cost of debt 2.55 2.55 3.66 3.66
capital before
taxes
Tax shield 0.64 0.05 0.84 0.74
Cost of debt 1.91 2.50 2.82 2.92
capital after
taxes
Share of equity2 83.26 71.58 63.89 62.32
Share of debt 16.74 28.42 36.11 37.68
capital2
WACC after taxes 6.15 6.06 5.79 5.29
Cost of equity 8.93 7.60 9.17 8.01
before taxes
Cost of debt 2.55 2.55 3.66 3.66
capital before
taxes
Share of equity2 83.26 71.58 63.89 62.32
Share of debt 16.74 28.42 36.11 37.68
capital2
WACC before taxes 7.86 6.16 7.18 6.37

1 Segment beta based on peer group, group beta based on Capital IQ data base.

2 Segment share based on peer group, group share based on Capital IQ data base.

3 Due to insufficient statistical significance of Thomas Cook Group plc and H.I.S. Co., Ltd. shown in the standard procedure
of beta regression
(average of 60 monthly data points over 5 years), we have performed an alternative beta regression based on average of 104
weekly data points over two years.
The alternative beta regression shows statistical significance for all peer companies.

The cost of capital is calculated as the weighted average cost of equity and debt capital (WACC). While the cost of equity
reflects the return expected by investors from TUI shares, the cost of debt capital is based on the average borrowing costs of
the TUI Group. The cost of capital always shows pre-tax costs, i. e. costs before corporate and investor taxes. The expected
return determined in this way is subjected to the same tax level as the underlying earnings included in ROIC.

ROIC and Economic Value Added

ROIC is calculated as the ratio of underlying earnings before interest, taxes and amortisation of goodwill (underlying EBITA)
to the average invested interest-bearing capital (invested capital) for the relevant segment. Given its definition, this
performance indicator is not influenced by any tax or financial factors and has been adjusted for one-off items. From a Group
perspective, invested capital is derived from liabilities, comprising equity (including non-controlling interests) and the
balance of interest-bearing liabilities and interest-bearing assets and an adjustment to reflect the seasonal change in the
Group's net financial position. The cumulative amortisations of purchase price allocations are then added to invested capital.

Apart from ROIC as a relative performance indicator, Economic Value Added is used as an absolute value-oriented performance
indicator. Economic Value Added is calculated as the product of ROIC less associated capital costs multiplied by invested
interest-bearing capital.

Invested Capital
EUR million Notes 2018 2017
Equity 4,333.6 3,533.7
Subscribed capital (23) 1,502.9 1,501.6
Capital reserves (24) 4,200.5 4,195.0
Revenue reserves (25) - 2,005.3 - 2,756.9
Non-controlling interest (27) 635.5 594.0
plus interest bearing financial 3,516.2 3,328.2
liability items
Pension provisions and similar (28) 994.8 1,127.4
obigations
Non-current financial liabilities (30), (36) 2,250.7 1,761.2
Current financial liabilities (30), (36) 192.2 171.9
Derivative financial instruments (36) 78.5 267.7
less financial assets 3,390.1 3,024.7
Financial assets available for (36) 54.3 69.5
sale
Derivative financial instruments (36) 525.0 295.3
Cash and cash equivalents (21), (36) 2,548.0 2,516.1
Other financial assets 262.8 143.8
= Invested Capital before 4,459.7 3,837.2
addition of effects from purchase
price allocation
Invested Capital excluding 3,837.2 3,880.1
effects from purchase price
allocation prior year
Seasonal adjustment1 500.0 500.0
? Invested capital before 4,648.2 4,358.7
addition of effects from purchase
price allocation2

Invested Capital before addition 4,459.7 3,837.2
of effects from purchase price

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -10-

allocation 
plus effects from purchase price             342.0     317.5 
allocation 
= Invested Capital                           4,801.7   4,154.7 
Invested Capital prior year                  4,154.7   4,180.6 
Seasonal adjustment1                         500.0     500.0 
? Invested Capital2                          4,978.2   4,667.7 
 
ROIC 
EUR million                           Notes    2018     2017 
Underlying EBITA                               1,147.0  1,102.1 
? Invested Capital2                            4,978.2  4,667.7 
ROIC%                                          23.04    23.61 
Weighted average cost of capital               6.37     6.75 
(WACC)% 
Value added                                    829.9    787.0 
 
1 Adjustment to net debt to reflect a seasonal average cash balance 
 
2 Average value based on balance at beginning and year-end 
 
For TUI Group, ROIC was 23.04 %, down by 0.57 percentage points year-on-year. With the cost of capital at 6.37 %, this yielded 
positive Economic Value Added of EUR 829.9 m (previous year EUR 787.0 m). 
 
Group indicators used in the remuneration 
system for the Executive Board 
 
JEV-relevant Group result at constant currency 
 
When determining the Executive Board's annual performance-based remuneration (JEV), the Group's EBT (earnings before taxes) 
on a constant currency basis is applied with a weighting of 50 %. Using this indicator means that the net financial result is 
included in calculations of JEV. It is adjusted for foreign exchange effects so that actual management performance can be 
measured without distortion from the impact of currency translation. 
 
EBT on a constant currency basis was as follows in the financial year under review: 
 
Reconciliation EBT 
EUR million                                 2018 
Earnings before income taxes                971.5 
FX effects from translation to budget rates 88.0 
EBT at budget rates                         1,059.5 
 
JEV-relevant Return on Invested Capital (ROIC) 
 
The Group performance indicator ROIC is applied to JEV with a weighting of 25 %. TUI Group's ROIC for the calculation of JEV 
is derived from the ratio of the Group's EBITA to the average invested interest-bearing capital for the financial year. TUI 
Group's ROIC used to calculate JEV was as follows in the financial year under review: 
 
ROIC JEV 
EUR million                                         2018 
EBITA                                               1,060.2 
? Invested capital excl. purchase price allocation* 4,648.4 
ROIC JEV%                                           22.81 
 
* Average value based on balance at beginning and year-end 
 
JEV-relevant cash flow 
 
The third Group performance indicator included in the calculation of JEV is the cash flow component 'Cash flow to the firm' 
with a weighting of 25 %. For this purpose, the cash flow to the firm is calculated using a simplified approach based on the 
management cash flow calculation, which covers the liquidity parameters directly controlled by the Executive Board 
(depreciation / amortisation, working capital, income from investments and dividends, net investments) on the basis of TUI 
Group's EBITA, adjusted for foreign exchange effects. 
 
The cash flow to the firm used to calculate JEV was as follows in the financial year under review: 
 
Cash Flow to the firm 
EUR million                                         2018 
EBITA                                               1,060.2 
Effect from translation to budget rates             96.9 
EBITA at budget rates                               1,157.1 
Amortisation (+) / write-backs (-) of other         438.3 
intangible assets and depreciation (+) / 
write-backs (-) of property, plant and equipment 
Delta Working Capital                               66.4 
Share of result of joint ventures and assoiciates   - 297.7 
Dividends from joint ventures and assoiciates       222.7 
Net capex and investments                           - 827.0 
Cash Flow to the firm                               759.7 
 
Reconciliation of change in working capital according to 
cash flow to the firm 
EUR million                              30 Sep 2018 30 Sep 2017 
Non-current assets                       4,929.7     4,317.9 
less cash and cash equivalents           - 2,548.0   - 2,516.1 
less non-current liabilities             - 6,506.8   - 6,152.1 
plus current financial liabilities       192.2       171.9 
less current other provisions            - 348.3     - 349.9 
less net tax receivables                 - 27.6      - 33.4 
less / plus net current derivative       - 376.1     1.8 
financial instruments 
less interest bearing receivables        - 55.5      - 49.2 
plus current accrued interest            25.6        28.6 
Working capital according to             - 4,714.8   - 4,580.5 
balance sheet 
Change in working capital acc. to        134.3 
balance sheet 
Exchange rate differences                - 67.9 
Change in working capital acc.           66.4 
to cash flow to the firm 
 
Underlying earnings per share 
 
When determining the long-term remuneration of the Executive Board (Long Term Incentive Plan - LTIP), the average development 
of underlying earnings per share from continuing operations (LTIP-relevant EPS) is applied with a weighting of 50 %. 
 
The table below shows TUI Group's underlying earnings per share. The net interest expense used for the calculation was 
adjusted for interest portions of the reversal of a provision of EUR 31.2 m recognised in the financial year under review. A 
normalised Group tax rate of 20 % was assumed for the calculation. An adjustment was carried for non-controlling interests to 
reflect the normalised tax rate used in determining underlying earnings per share in the financial year under review. The 
calculation is based on subscribed capital at the balance sheet date. Underlying earnings per share from continuing operations 
(LTIP-relevant EPS) developed as follows in the financial year under review: 
 
Pro forma underlying earnings per share TUI Group 
EUR million                                    2018     2017 
EBITA (underlying)                             1,147.0  1,102.1 
less: Net interest expense (adjusted)          - 119.9  - 119.2 
Underlying profit before tax                   1,027.1  982.9 
Income taxes (20 % assumed tax rate)           205.4    196.6 
Underlying Group profit                        821.7    786.3 
Minority interest (adjusted)                   134.8    116.6 
Underlying Group profit attributable to TUI    686.9    669.7 
shareholders of TUI AG 
Number of shares at FY endNo. million          587.9    587.0 
Underlying earnings per share                  1.17     1.14 
 
RISK REPORT 
 
Successful management of existing and emerging risks is critical to the long-term success of our business and to the 
achievement of our strategic objectives. In order to seize market opportunities and leverage the potential for success, risk 
must be accepted to a reasonable degree. Risk management is therefore an integral component of the Group's Corporate 
Governance. 
 
The current financial year has seen further maturity of the risk management system with the introduction of an aligned 
operational controls testing process in addition to regular testing of key financial controls occurring across all of our 
larger businesses. Further cohesion between all risk & control functions is being implemented to support an integrated 
assurance process between all of the second lines of defense departments. Our risk governance framework is set out below: 
 
Risk Governance 
 
Executive Board - Direct & Assure 
 
With oversight by the Supervisory Board, the Executive Board determines the strategic direction of the Group and agrees the 
nature and extent of the risks it is willing to take to achieve its strategic objectives. 
 
To ensure that the strategic direction chosen by the business represents the best of the strategic options open to it, the 
Executive Board is supported by the Group Strategy function. This function exists to facilitate the Executive Board's 
assessment of the risk landscape and development of potential strategies by which it can drive long-term shareholder value. On 
an annual basis the Group Strategy function develops an in-depth fact base in a consistent format which outlines the market 
attractiveness, competitive position and financial performance by division and market. These are then used to facilitate 
debate as to the level and type of risk that the Executive Board finds appropriate in the pursuit of its strategic objectives. 
The strategy, once fully defined, considered and approved by the Executive Board, is then incorporated into the Group's 
three-year roadmap and helps to communicate the risk appetite and expectations of the organisation both internally and 
externally. 
 
Ultimately, accountability for the Group's risk management rests with the Executive Board and therefore it has established and 
maintains a risk management system to identify, assess, manage and monitor risks which could threaten the existence of the 
company or have a significant impact on the achievement of its strategic objectives: these are referred to as the principal 
risks of the Group. This risk management system includes an internally-published risk management policy which helps to 
reinforce the tone set from the top on risk, by instilling an appropriate risk culture in the organisation whereby employees 
are expected to be risk aware, control minded and 'do the right thing'. The policy provides a formal structure for risk 
management to embed it in the fabric of the business. Each principal risk has assigned to it a member of the Executive 
Committee as overall risk sponsor to ensure that there is clarity of responsibility and to ensure that each of the principal 
risks are understood fully and managed effectively. 
 
The Executive Board regularly reports to the Audit Committee of the Supervisory Board on the adherence to both the UK and

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -11-

German listing requirements, the overall risk position of the Group, on the individual principal risks and their management, 
and on the performance and effectiveness of the risk management system as a whole. 
 
Risk Oversight Committee - Review & Communicate 
 
On behalf of the Executive Board, the Risk Oversight Committee (the ROC), a subset of the Executive Committee, ensures that 
business risks are identified, assessed, managed and monitored across the businesses and functions of the Group. Meeting on at 
least a quarterly basis, the ROC's responsibilities include considering the principal risks to the Group's strategy and the 
risk appetite for each of those risks, assessing the operational effectiveness of the controls in place to manage those risks 
and any action plans to further improve controls, as well as reviewing the bottom-up risk reporting from the businesses 
themselves to assess whether there are any heightened areas of concern. 
 
Senior executives from the Group's major businesses are required to attend the ROC on a rotational basis and present on the 
risk and control framework in their business, so that the members of the ROC can ask questions on the processes in place, the 
risks present in each business and any new or evolving risks which may be on their horizon, and also to seek confirmation that 
an appropriate risk culture continues to be in place in each of the major businesses. 
 
Chaired by the Chief Financial Officer, other members of the Committee include the CEO Aviation, the directors of Strategy, 
Financial Accounting, Treasury & Insurance and Group HR. In addition to these, all of the second lines of defense functions 
including Risk, Financial Control, Legal Compliance, IT Security and Health & Safety are represented on the committee. The 
director of Group Audit attends as an independent member and therefore is without voting rights. 
 
The ROC reports bi-annually to the Executive Board to ensure that it is kept abreast of changes in the risk landscape and 
developments in the management of principal risks, and to facilitate regular quality discussions on risk management at the 
Executive Board meetings. 
 
Group Risk Department - Support & Report 
 
The Executive Board has also established a Group Risk department to ensure that the risk management system functions 
effectively and that the risk management policy is implemented appropriately across the Group. The department supports the 
risk management process by providing guidance, support and challenge to management whilst acting as the central point for 
coordinating, monitoring and reporting on risk across the Group. It also supports the ROC in fulfilling it's duties and the 
reporting to both the Executive and Supervisory Boards. Additionally, Group Risk is responsible for the operation of the risk 
and control software that underpins the Group's risk reporting and risk management process. 
 
Businesses & Functions - Identify & Assess 
 
Every business and function in the Group is required to adopt the Group Risk Management policy. In order to do this, each 
either has their own Risk Committee or includes risk as a regular agenda item at their Board meetings to ensure that it 
receives the appropriate senior management attention within their business. In addition, the businesses each appoint a Risk 
Champion, who promotes the risk management policy within their business and ensures its effective application. The Risk 
Champions are in close contact with Group Risk and are critical both in ensuring that the risk management system functions 
effectively, and in implementing a culture of continuous improvement in risk management and reporting. 
 
Risk Reporting 
 
The Group Risk department applies a consistent risk reporting methodology across the Group. This is underpinned by a risk and 
control software which reinforces clarity of language, visibility of risks, controls and actions and accountability of 
ownership. Although the process of risk identification, assessment and response is continuous and embedded within the 
day-to-day operations of the businesses and functions, it is consolidated, reported and reviewed at varying levels throughout 
the Group on at least a quarterly basis. 
 
Risk Identification: Management closest to the risks identify the risks relevant to the pursuit of the strategy within their 
business area in the context of four risk types: 
 
· Longer-term strategic and emerging threats; 
 
· Medium-term challenges associated with business change 
 
· Short-term risks triggered by changes in the external and regulatory environment; and 
 
· Short-term risks in relation to internal operations and control. 
 
A risk owner is assigned to each risk, who has the accountability and authority for ensuring that the risk is appropriately 
managed. 
 
Risk Descriptions: The nature of the risk is articulated in line with best practice, stating the underlying concern the risk 
gives arise to, identifying the possible causal factors that may result in the risk materializing and outlining the potential 
consequences should the risk crystallise. This allows the businesses, functions and the Group to assess the interaction of 
risks and potential triggering events and / or aggregated impacts before developing appropriate mitigation strategies for 
causes and / or consequences. 
 
Risk Assessment: The methodology used is to initially assess the gross (or inherent) risk. This is essentially the worst case 
scenario, being the product of the impact together with the likelihood of the risk materializing if there are no controls in 
place to manage, mitigate or monitor the risk. The key benefit of assessing the gross risk is that it highlights the potential 
risk exposure if controls were to fail completely or not be in place at all. Both impact and likelihood are scored on a rating 
of 1 to 5 using the criteria shown on the right: 
 
Impact Assessment 
               insignificant   minor     moderate   major    catastrophic 
quantitative< 3 % EBITA*    3 - < 5   5 - < 10   10 - <   >= 15 % 
               (< EUR 35 m)    %         % EBITA*   15 %     EBITA* 
                               EBITA*               EBITA* 
 
                                         (60 - <             ( >= EUR 180 
                               ( 35 -    EUR 120    (120 -   m)< EUR     m)< EUR 
                               60 m)                180 m) 
Qualitative    Minimal         Limited   Short      Medium   Detrimental 
               impact on       impact    term       term     impact on 
                               on        impact     impact 
                                         on         on 
 
               · Global      · ·       · ·        · ·      · · Global 
               reputation      Globa     Global     Glob     reputation 
                               l         reputa     al 
               · Programme     reput     tion       repu     · 
               delivery        ation                tati     Programme 
                                         ·          on       delivery 
               ·               ·         Progra 
               Technology      Progr     mme        ·        · 
               reliability     amme      delive     Prog     Technology 
                               deliv     ry         ramm     reliabilit 
               · Health &      ery                  e        y 
               Safety                    ·          deli 
               standards      ·         Techno     very     · Health & 
                               Techn     logy                Safety 
                               ology     reliab     ·        standards 
                               relia     ility      Tech 
                               bilit                nolo 
                               y         ·          gy 
                                         Health     reli 
                               ·         &          abil 
                               Healt     Safety     ity 
                               h &       stand 
                               Safet     ards       · 
                               y                    Heal 
                               stan                th & 
                               dards                Safe 
                                                    ty 
                                                    sta 
                                                    ndar 
                                                    ds 
 
* Budgeted underlying EBITA for the financial year ended 30 September 2018 
 
Likelihood Assessment 
         rare       unlikely     possible     likely      almost 
                                                          certai 
                                                          n< 10 %     10 - <       30 - <       60 - < 
         Chance     30 %         60 %         80 % 
                    Chance       Chance       Chance      >= 80 
                                                          % 
                                                          Chance 
 
The next step in the risk reporting process is to assess and document the controls that are currently in place to reduce the 
likelihood of the risk materializing and / or its impact if it does. Consideration of these then enables the current (or 
residual) risk score to be assessed, which is essentially the reasonably foreseeable scenario. This measures the impact and 
likelihood of the risk with the implemented controls in operation. The key benefit of assessing the current risk score is that 
it provides an understanding of the current level of risk faced today and the reliance on the controls currently in place. 
 
Risk Response: If management are comfortable with the current risk score, the risk is accepted and no further action is

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -12-

required to further reduce the risk. The controls in place continue to be operated and management monitor the risk, the
controls and the risk landscape to ensure that they stay in line with management's tolerance of the risk.

If management assesses that the current risk score is too high, an action plan will be drawn up with the objective of
introducing new or stronger controls that will further reduce the impact and / or likelihood of the risk to an acceptable,
tolerable and justifiable level. This is known as the target risk score and is the parameter by which management can ensure
the risk is being managed in line with their overall risk appetite. The risk owner will normally be the individual tasked with
ensuring that this action plan is implemented within an agreed timetable.

Each business and function will continue to review their risk register on an ongoing basis through the mechanism appropriate
for their business e. g. local Risk Committee.

This bottom-up risk reporting is considered by the ROC alongside the Group's principal risks. New risks are added to the
Group's principal risk register if deemed to be of a significant nature so that the ongoing status and the progression of key
action plans can be managed in line with the Group's targets and expectations.

Ad Hoc Risk Reporting

Whilst there is a formal process in place for reporting on risks on a quarterly basis, the process of risk identification,
assessment and response is continuous and therefore if required, risks can be reported to the Executive Board outside of the
quarterly process, should events dictate that this is necessary and appropriate. Ideally such ad hoc reporting is performed by
the business or function which is closest to the risk, but it can be performed by the Group Risk department if necessary.

Entity Scoping

A robust exercise is conducted each year to determine the specific entities in the Group which need to be included within the
risk and control software and therefore be subject to the full rigor of the risk reporting process. The scoping exercise
starts with the entities included within the Group's consolidation system, and applies materiality thresholds to a combination
of revenue, profit and asset benchmarks. From the entities this identifies, the common business management level at which
those entities are managed is identified to dictate the entities which need to be included in the risk and control software
itself to facilitate completeness of bottom-up risk reporting across the Group. This ensures that the risks and controls are
able to be captured appropriately at the level at which the risks are being managed.

Effectiveness of the Risk Management System

The Executive Board regularly reports to the Audit Committee of the Supervisory Board on the performance, effectiveness and
adherence to listing requirements of the risk management system, supported by the ROC and the Group Risk department.
Additionally, the Audit Committee receives assurance from Group Audit through its audit plan over a selection of principal
risks and business transformation initiatives most critical to the Group's continued success.

The conclusion from all of the above assurance work is that the risk management system has functioned effectively throughout
the year and there have been no significant failings or weaknesses identified. Of course there is always room for improvement,
and the Risk Champions and the Group Risk department continue to work together to enhance the risk management and reporting
processes. Broadly this concerns ensuring consistency of approach in assessing risk scores, clearer identification of controls
currently in place as well as any action plans to introduce further controls, and ensuring that risk identification has
considered all four risk types.

Finally, in accordance with Section 317 (4) HGB (German Commercial Code), the auditor of TUI AG has reviewed the Group's early
detection system for risks in place as required by Section 91 (2) AktG (German Stock Corporation Act) to conclude, if the
system can fulfill its duties.

Principal Risks

The principal risks to the Group are either considered to be 'Active' or 'Monitored'.

Active principal risks are those that we have to actively manage in order to bring them into line with our overall risk
appetite. We have action plans in place to increase controls around each of these risks and reduce the current risk score to
the target level indicated in the heat map diagram.

Monitored principal risks are generally inherent to the tourism sector faced by all businesses in the industry. For these, we
have controls, processes and procedures in place as a matter of course that serve to mitigate each risk to either minimize the
likelihood of the event occurring and / or minimize the impact if it does occur. These risks remain on our risk radar where we
regularly monitor the risk, the controls and the risk landscape to ensure that the risk score stays stable and in line with
our risk appetite in each case.

In the heat map diagram, the assessment criteria used are shown on page 43. Note that the quantitative impact assessment is
based on the budgeted underlying EBITA for the financial year ended 30 September 2018.

FY 2018 Principal Risks

With the UK government formally triggering Article 50 of the Treaty on European Union of Lisbon on 29th March 2017, Brexit
continues to remain an active principal risk. Brexit has an impact both on existing principal risks (e. g. Macroeconomic and
Input Cost Volatility, particularly for the UK market through the uncertainty it has introduced to prospects for future growth
rates in the UK economy and the depreciation of sterling since the referendum result in 2016) as well as its own class of
principal risk due to the direct potential impact it could have on specific areas of our business model.

The main concern related to Brexit continues to be whether our airlines will continue to have access to EU airspace. We will
continue to address the importance of there being a special agreement for aviation to protect consumer choice with the
relevant UK and EU ministers and officials, and are in regular exchange with relevant regulatory authorities. We are currently
developing scenarios and mitigating strategies for various outcomes, including a 'hard Brexit', depending on the political
negotiations, with a focus to alleviate any potential impacts from Brexit for the Group. Our Brexit Steering Committee
continues to monitor external developments and coordinates measures to be taken ahead of March 2019, when the UK will be
formally exiting the European Union. Beyond weekly meetings an the level of different internal Brexit work-streams, the topic
is also regularly (bi-weekly / monthly) discussed in the TUI Group Executive Committee (GEC), and the Supervisory Board has
been updated quarterly in 2018.

With the EU GDPR regulation being enforced in May 2018, whereby any data breaches may result in a significant financial
penalty, the gross score of the Information Security principal risk has increased. Our mitigation strategy including making
information security part of everyone's job continues to focus on managing the likelihood of this risk materializing.

As the brand change program has been successfully implemented in all markets, the related risk is no longer considered
principal to the Group.

If the risk detail in the subsequent tables does not suggest otherwise, the risks shown below relate to all segments of the
Group. The risks listed are the principal risks to which we are exposed but are not exhaustive and will evolve over time due
to the dynamic nature of our business.

Active Principal Risks

Nature of Risk

1. IT DEVELOPMENT & STRATEGY

Our focus is on enhancing customer experience by providing engaging, intuitive, seamless and continuous customer service
through delivery of leading digital solutions, core platform capabilities, underlying technical infrastructure and IT services
required to support the Group's overall strategy for driving profitable top-line growth.

If we are ineffective in our IT strategy or technology development this could impact on our ability to provide leading
technology solutions in our markets and therefore impacting on our competitiveness, our ability to provide a superior customer
experience and associated impact on quality and operational efficiency. This would ultimately impact on our customer numbers,
revenue and profitability.

Mitigating Factors

· Developed and communicated (in conjunction with Executives, Business & IT Leadership Teams) the Group's IT Strategy which
is clearly aligned to our overall business objectives and considers external factors such as the pace of technology change
and internal factors such as the underlying quality required throughout IT.

· Continuing to implement our online platform in order to enhance customer experience and drive higher conversion rates.

· Implementing a SAP-based central customer platform to collate all information on our customers across their journey to
provide a single view of the customer alongside an eCRM platform which will support strategic marketing.

· Placing increased focus on ensuring continuity plans for critical IT systems are in place and regularly tested.

· Cascaded clear technology standards and associated delivery roadmaps which are linked to Group wide and individual market
objectives.

· Adopting API, Big Data and Cloud architecture to drive improved speed, productivity and efficiency.

· Using Blockchain technology to manage hotel bed allocation in all markets to be ahead of the competition.

Nature of Risk

2. GROWTH STRATEGY

We have set ourselves a target of achieving at least 10 % growth in underlying EBITA CAGR (see page 57). This will be driven
by growth in our hotel and cruises content, the destination experiences sector as well as top line and efficiency
improvements.

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -13-

Additionally our in-house aviation allows us to introduce extra flexibility into our packages and to utilise our flight
capacity in conjunction with own hotel capacity to build high profile destinations.

Asset utilisation of aircraft, cruise ships and hotels is critical to our financial success particularly when in a growth
phase.

There is a risk that we could be unsuccessful in maximising opportunities to execute our expansion strategy. This could mean
that we fail to achieve some of the initiatives we have embarked upon, which could result in us falling short against the
overall growth targets we have set for the business.

Mitigating Factors

· The Executive Board is very focussed on the strategy and mindful of the risks, so there is strong direction and commitment
from the top. The remuneration scheme in place for the Executive Board is designed to create incentives for the Group's
sustained growth and robust financial performance (see from page 128).

· The Group Tourism Board plays an important role in coordinating, executing and monitoring the various growth initiatives.

· There are a number of initiatives underway to achieve growth which reduces the risk through diversification.

· Each of the businesses tasked with achieving an element of the growth strategy are still required to maintain sound
financial discipline. The Group's investment criteria and authorisation processes must still be adhered to as we are not
prepared to be reckless in the pursuit of growth.

· We continue to maintain strong relationships with the providers of aircraft finance.

· Monitoring the overall market conditions continues to occur so that plans can be adapted or contingency plans invoked if
required.

Nature of Risk

3. INTEGRATION & RESTRUCTURING OPPORTUNITIES

Our key strategic rationale for the Group is to act 'as one' wherever it makes sense to do so particularly through our Group
Platforms, whilst maintaining local differences where the benefit of that differentiation is greater than that of
harmonisation.

There are a number of restructuring projects underway across the Group as a result to enable us to achieve these
opportunities. Furthermore our continuous review of our own businesses and competitors means that we have an active programme
of acquisitions (e. g. the destination management companies from Hotelbeds this year) and previously business disposals (e. g.
Travelopia in FY 2017) with associated integration projects.

There is an inherent risk with any large restructuring or integration programme that we face challenges in managing the
complexities associated with further integrating our business, and reducing overlapping activities in order to develop a more
lean and streamlined operating model.

If we are not successful in leveraging and optimizing the identified opportunities this could have a significant impact on our
ability to deliver the identified benefits in line with expectations and enhance shareholder value.

Mitigating Factors

· Strong project management structures exist for all of the major restructuring, acquisition and disposal programs, which
are underway to ensure that they are managed effectively.

· Project reporting tool ensures enhanced visibility of the progress of major projects as a matter of routine.

· Regular reporting by the major projects to the Executive Board to ensure swift resolution of any issues or to enhance
coordination across the Group where required.

Nature of Risk

4. CORPORATE & SOCIAL RESPONSIBILITY

For the Group, economic, environmental and social sustainability is a fundamental management principle and a cornerstone of
our strategy for continually enhancing the value of our Company. This is the way we create the conditions for long-term
economic success and assume responsibility for sustainable development in the tourism sector.

Our focus is to reduce the environmental impact of our holidays and promote responsible social policies and outcomes both
directly through our own business and indirectly via our influence over our supply chain partners, thereby creating positive
change for people and communities and being a pioneer of sustainable tourism across the world.

There is a risk that we are not successful in driving forecast social and environmental improvements across our operations,
that our suppliers do not uphold our corporate and social responsibility standards and we fail to influence destinations to
manage tourism more sustainably.

If we do not maximize our positive impact on destinations and minimize the negative impact to the extent that our stakeholders
expect, this could result in a decline in stakeholder confidence, reputational damage, reduction in demand for our products
and services and loss of competitive advantage.

Furthermore, if the Group falls short of achieving its sustainable development targets and at the same time the objectives of
the UN Paris Climate Change Agreement (December 2015) are not met, this could lead to sustained long-term damage to some of
the Group's current and future destinations, which could also have a material adverse effect on demand for our products and
services.

Mitigating Factors

· Developed and launched in 2015 the 'Better Holidays, Better World' 2020 sustainability strategy framework which includes
specific targets for key sustainability indicators.

· Established a dedicated sustainability department to work closely with the business and other stakeholders to implement
the sustainability strategy.

· Operating one of the most carbon efficient airlines in Europe with continued investment in new, more efficient aircraft
(e. g. Boeing 787 Dreamliner & 737 Max) and cruise ships (e. g. the new Mein Schiff 1 & 2).

· Implemented an environmental management system with five of our airlines having achieved ISO 14001 certification.

· Increased measures to influence accommodation suppliers to achieve third party sustainability certification recognized by
the Global Sustainable Tourism Council (GSTC).

· TUI Care Foundation expanded to focus on the achievement of 2020 target for charitable donations and sustainability
projects, with particular emphasis empowering young people, protecting the natural environment and maximizing the economic
benefits of tourism in destinations.

Nature of Risk

5. INFORMATION SECURITY

Our responsibility is to protect the confidentiality, integrity and availability of the data we have to provide to our
customers, employees, suppliers and service delivery teams.

This is a dynamic risk due to increased global cyber-crime activity and new regulations (e. g. EU GDPR). At the same time our
consolidation under the TUI brand and our increasing dependence on online sales and customer care channels (web / mobile)
increases our exposure and susceptibility to cyber-attacks and hacks.

If we do not ensure we have the appropriate level of security controls in place across the Group, this could have a
significant negative impact on our key stakeholders, associated reputational damage and potential for financial implications.

Mitigating Factors

· Continued commitment from the Executive Board in support of key initiatives to ensure all existing and future IT systems
are secure by design, that exposure to vulnerability is managed effectively, user access is sufficiently controlled and
colleagues are made aware of information security risks through appropriate training.

· Launch of a company-wide Information Security awareness campaign to promote secure behaviors amongst our colleagues.
Overall goal is to make information security part of everyone's job.

· Continuous review and testing of all external devices and ongoing monitoring of logs in order to identify any potential
threats as and when they arise.

· Continuous improvement through lessons learned from real or simulated cyber incidents.

Nature of Risk

6. BREXIT

Our main concern is whether or not all of our airlines will continue to have access to EU airspace as now. If we were unable
to continue to fly intra-EU routes, such as from Germany to Spain, this would have a significant operational and financial
impact on the Group.

Other areas of uncertainty include the status of our UK employees working in the EU and vice versa and the potential for
customer visa requirements for holidays from the UK to the EU.

Mitigating Factors

· The Executive Board has established a Brexit Steering Committee to monitor developments as the political negotiations take
place, assess any impacts on the Group's business model and coordinate suitable mitigation strategies to be taken ahead of
March 2019, when the UK will be formally exiting the European Union.

· In addition we continue to lobby relevant UK and EU ministers, officials and regulators to stress the continued importance
of a liberalized and deregulated aviation market across Europe to protect consumer choice in both regions.

Monitored Principal Risks

Nature of Risk

A. DESTINATION DISRUPTION

Providers of holiday and travel services are exposed to the inherent risk of incidents affecting some countries or
destinations within their operations. This can include natural catastrophes such as hurricanes or tsunamis; outbreaks of
disease such as Ebola; political volatility as has been seen in Egypt and Greece in recent years; the implications of war in
countries close to our markets and destinations; and terrorist events such as the tragic incident in Tunisia in 2015.

There is the risk that if such an event occurs, impacting one or more of our destinations that we could potentially suffer
significant operational disruption and costs in our businesses. We may possibly be required to repatriate our customers and /
or the event could lead to a significant decline in demand for holidays to the affected destinations over an extended period
of time.

Mitigating Factors

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -14-

· Whilst we are unable to prevent such events from occurring, we have well defined crisis management procedures and
emergency response plans, which are implemented when an event of this nature occurs, with the focus being on the welfare of
our customers.

· Where the appropriate course of action is to bring customers home immediately, our significant fleet of aircraft allows us
to do this smoothly and efficiently.

· Our policy is to follow foreign office advice in each of our markets with regards to non-essential travel. This serves to
minimize the exposure of our customers to turbulent regions.

· Due to our presence in all key holiday regions, when a specific destination has been impacted by an external event, we are
able to offer alternative destinations to our customers and to remix our destination portfolio away from the affected area
in future seasons if necessary.

· We always assume some level of destination disruption each year when setting financial plans and targets, so that we are
able to cope with a 'normal' level of disruption without it jeopardizing achievement of our targets.

Nature of Risk

B. MACROECONOMIC

Spending on travel and tourism is discretionary and price sensitive. The economic outlook remains uncertain with different
markets at different points in the economic cycle. Furthermore, terrorist incidents in markets can influence the overall
demand for overseas travel. Customers are also waiting longer to book their trips in order to assess their financial
situation.

There is the risk that fluctuations in macroeconomic conditions in our markets will impact on the spending power of our
customers, which could impact our short-term growth rates and lead to margin erosion.

Mitigating Factors

· Many customers prioritize their spending on holidays above other discretionary items.

· Creating unique and differentiated holiday products which match the needs of our customers.

· Leveraging our scale to keep costs down and prices competitive.

· Having a range of markets so that we are not over exposed to one particular economic cycle.

· Promoting the benefits of travelling with a recognized and leading tour operator to increase customer confidence and peace
of mind.

Nature of Risk

C. COMPETITION & CUSTOMER PREFERENCES

The tourism industry is fast-paced and competitive with the emergence of new market participants operating new business
models, combined with customer tastes and preferences evolving all the time.

In recent years there has been an emergence of successful substitute business models such as web-based travel and hotel
portals which allow end users to combine the individual elements of a holiday trip on their own and book them separately.

Customer tastes and preferences have evolved in recent years as well, with more booking their holidays online and via mobiles
and tablets, and booking closer to the time of travel.

There is the risk that if we do not respond adequately to such business model disruption or if our products and services fail
to meet changing customer demands and preferences, that our turnover, market share and profitability will suffer as a result.

Mitigating Factors

· Our outstanding market position as a leading tourism group, the strength of our brand and our integrated business model
enables us to respond robustly to competitive threats.

· The Group is characterized by the continuous development of unique and exclusive holiday experiences, developing new
concepts and services which match the needs and preferences of our customers.

· Our integrated business model offers end-to-end customer services, from consultation and booking of holidays via flights
with the Group's own airlines through to Group-owned or operated hotels, resorts and cruise ships. Integration thus
facilitates the development and marketing of individual, tailored holiday offerings for customers which is difficult for
competitors to replicate.

· Building strong and lasting relationships with our key hotel partners, which further reinforces our ability to develop new
concepts exclusive to the Group.

· Focusing on being online throughout the whole of the customer journey - from inspiration, to booking, to the holiday
itself, as well as returning and sharing experiences through social media.

Nature of Risk

D. INPUT COST VOLATILITY

A significant proportion of operating expenses are in non-local currency and / or relate to aircraft fuel which therefore
exposes the business to fluctuations in both exchange rates and fuel prices.

There is the risk that if we do not manage adequately the volatility of exchange rates, fuel prices and other input costs,
then this could result in increased costs and lead to margin erosion, impacting on our ability to achieve profit targets.

There is also the risk that if our hedging policy is too rigid, we may find ourselves unable to respond to competitive pricing
pressures during the season without it having a direct detrimental impact on our market position and / or profitability.

Furthermore, changes in macroeconomic conditions can have an impact on exchange rates which, particularly for the GBP / EUR rate
and this year for the TRY / EUR rate, has a direct impact on the translation of non-euro market results into euros, the
reporting currency of our Group.

Mitigating Factors

· Ensuring that the appropriate derivative financial instruments are used to provide hedging cover for the underlying
transactions involving fuel and foreign currency.

· Maintaining an appropriate hedging policy to ensure that this hedging cover is taken out ahead of the markets' customer
booking profiles. This provides a degree of certainty over input costs when planning pricing and capacity, whilst also
allowing some flexibility in prices so as to be able to respond to competitive pressures if necessary.

· Tracking the foreign exchange and fuel markets to ensure the most up-to-date market intelligence and the ongoing
appropriateness of our hedging policies.

· Expressing our key profit growth target in constant currency terms so that short term performance can be assessed without
the distortion caused by exchange rate fluctuations.

Further information on currency and fuel hedges can be found in the Notes to the consolidated financial statements in the
financial instruments section.

Nature of Risk

E. SEASONAL CASHFLOW PROFILE

Tourism is an inherently seasonal business with the majority of profits earned in the European summer months. Cash flows are
similarly seasonal with the cash high occurring in the summer as advance payments and final balances are received from
customers, with the cash low occurring in the winter as liabilities have to be settled with many suppliers after the end of
the summer season.

There is the risk that if we do not adequately manage cash balances through the winter low period this could impact on the
Group's liquidity and ability to settle liabilities as they fall due whilst ensuring that financial covenants are maintained.

Mitigating Factors

· Our focus on holiday experiences is helping to reduce the seasonality risk, as hotels, cruises and destination
experiences have a more evenly distributed profit and cash profile across the year. This is highlighted by the fact that the
Group made an underlying operating profit for the second successive year over the nine months to 30 June.

· As our business is spread across a number of markets, there are some counter-cyclical features e. g. winter is a more
important season for the Nordic and Canadian markets. Some brands, such as the UK ski brand Crystal Ski, have a different
seasonality profile which helps to counter-balance the overall profile.

· The business regularly produces both short term and long term cash forecasts during the year, which the Treasury
department use to manage cash resources effectively.

· We have implemented a financial policy which has led to an improvement in our credit rating and makes it easier to
maintain financing facilities at suitable levels.

· Existing financing facilities are considered to be more than sufficient for our requirements and provide ample headroom.

· We continue to maintain high-quality relationships with the Group's key financiers and monitor compliance with the
covenants contained within our financing facilities.

· Raising additional finance from the Capital Markets, should it be required, remains an option.

Nature of Risk

F. LEGAL & REGULATORY COMPLIANCE

Most providers of holiday and travel services operate across a number of economies and jurisdictions, which therefore exposes
them to a range of legal, tax and other regulatory laws which must be complied with.

As we are operating from multiple source markets and providing holidays in more than 115 destinations, we are exposed to a
range of laws and regulations with which we must comply or else risk incurring fines or other sanctions from regulatory
bodies.

Mitigating Factors

· Communication and strong tone from the top concerning compliance with laws and regulations.

· Legal Compliance Committee established to ensure appropriate oversight, monitoring and action plans and to further drive
the compliance culture across the Group.

· Embedded legal and tax expertise in all major businesses responsible for maintaining high quality relationships with the
relevant regulators and authorities.

· Ongoing implementation and review of Compliance Management System conducted by the Group Legal Compliance department to
monitor compliance with regulations and provide expert advice to local teams on specific compliance areas.

Nature of Risk

G. HEALTH & SAFETY

For all providers of holiday and travel services, ensuring the health and safety of customers is of paramount importance. This

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -15-

is especially so for us as we are one of world's leading tourism group selling holidays to over 27 m customers per annum.

There is the risk of accidents or incidents occurring causing illness, injury or death to customers or colleagues whilst on a
TUI holiday. This could result in reputational damage to the business and / or financial liabilities through legal action
being taken by the affected parties.

Mitigating Factors

· Health and safety functions are established in all businesses in order to ensure there is appropriate focus on health and
safety processes as part of the normal course of business.

· Ongoing monitoring is conducted by the Group Security, Health & Safety function to ensure compliance with minimum
standards.

· Appropriate insurance policies are in place for when incidents do occur.

Nature of Risk

H. SUPPLIER RELIANCE

Providers of holiday and travel services are exposed to the inherent risk of failure in their key suppliers, particularly
hotels. This is further heightened by the industry convention of paying in advance ('prepayments') to secure a level of room
allocation for the season.

There is the risk that we do not adequately manage our financial exposure should demand drop either for individual hotels and
/ or for the destination in which the hotels are located and to which the Group still has a level of prepayment outstanding
which could result in financial losses.

Mitigating Factors

· Owned and joint venture partner hotels form a substantial part of our program which reduces our inherent risk in this
area.

· A robust prepayment authorisation process is established and embedded to both limit the level of prepayments made and
ensure that they are only paid to trusted, credit-worthy counterparties.

· Where prepayments are made to external hoteliers, this is to secure access to unique and differentiated product for which
demand is inherently higher and more resilient to external events than for commodity product.

· Prepayments are monitored on a timely and sufficiently granular basis to manage our financial exposure to justifiable
levels.

Nature of Risk

I. JOINT VENTURE PARTNERSHIPS

It is common for tourism groups to use joint venture partnerships in some of their operations in order to reduce the risk of
new ventures or to gain access to additional expertise. There are three significant joint ventures within the Group - Riu, TUI
Cruises and Sunwing.

There is the risk that if we do not maintain good relations with our key partners that the ventures' objectives may not remain
consistent with that of the Group which could lead to operational difficulties and jeopardize the achievement of financial
targets.

Mitigating Factors

· Good working relationships exist with all of our main joint venture partners and they are fully aligned with and committed
to the growth strategy of the Group.

Viability Statement

In accordance with provision C2.2 of the 2016 revision of the UK Corporate Governance Code, the Executive Board has assessed
the prospect of the Company over a longer period than the twelve months required by the 'Going Concern' provision. The
Executive Board considers annually and on a rolling-basis a three year strategic plan for the business, the latest was
approved in October 2018 and covers the period to 30 September 2021. A three year horizon is considered appropriate for a
fast-moving competitive environment such as tourism.

It is also noted that the Group's current EUR 1,535.0 m revolving credit limit, which expires in July 2022, is used to manage
the seasonality of the Group's cash flows and is reviewed on a timely basis. The three year plan considers cash flows as well
as the financial covenants which the credit facility requires compliance with.

Key assumptions underpinning the three year plan and the associated cash flow forecast is that aircraft and cruise ship
finance will continue to be readily available, and that the terms of the UK leaving the EU are such that all of our airlines
continue to have access to EU airspace as now.

The Executive Board has conducted a robust assessment of the principal risks facing the company, including those that would
threaten its business model, future performance, solvency or liquidity. Sensitivity analysis is applied to the cash flow to
model the potential effects should certain principal risks actually occur, individually or in unison. This includes modelling
the effects on the cash flow of significant disruption to a major destination in the summer season.

Taking account of the company's current position, principal risks and the aforementioned sensitivity analysis, the Executive
Board has a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they
fall due over the three year period of the assessment.

Key features of the internal control and risk
management system in relation to the (Group)
accounting process (sections 289 (4) and 315 (2)
no 5 of the German Commercial Code HGB)

1. Definition and elements of the internal
control and risk management system in
the TUI Group

The TUI Group's internal control system comprises all the principles, processes and measures that are applied to secure
effective, efficient and accurate accounting which is compliant with the necessary legal requirements.

The internationally recognised framework of COSO (Committee of Sponsoring Organizations of the Treadway Commission) forms the
conceptual basis for TUI Group's internal control system, consisting of internal controls and the internal monitoring system.
The Executive Board of TUI AG, in exercising its function of managing business operations, has entrusted responsibility for
the internal control system in the TUI Group to specific Group functions.

The elements of the internal monitoring system in the TUI Group comprise both measures integrated into processes and measures
performed independently. Besides manual process controls, e. g. the 'four-eyes principle', another key element of the
process-related measures are automated IT process controls. Process-related monitoring is also secured by bodies such as the
Risk Oversight Committee of TUI AG and by specific Group functions.

The Supervisory Board of TUI AG, in particular its Audit Committee, as well as the Group Auditing department at TUI AG are
incorporated into the TUI Group's internal monitoring system through their audit activities performed independently from
business processes. On the basis of section 107 (3) of the German Stock Corporation Act, the Audit Committee of TUI AG deals
primarily with the auditing of the annual financial statements, monitoring the accounting process and the effectiveness of the
internal control and risk management system. In the Audit Committee Report the reliability of the financial reporting and the
monitoring of the financial accounting process as well as the effectiveness of the internal control and risk management
system are described.

Audit Committee Report see from page 22

The Group's auditors have oversight of the TUI Group's control environment. The audit of the consolidated financial statements
by the Group auditor and the audit of the individual financial statements of Group companies included in the consolidated
financial statements, in particular, constitute a key non-process-related monitoring measure with regard to Group
accounting.

In relation to Group accounting, the risk management system, introduced as an Enterprise Risk Management System (ERM System)
as a component of the internal control system, also addresses the risk of misstatements in Group bookkeeping and external
reporting. Apart from operational risk management, which includes the transfer of risks to insurance companies by creating
cover for damage and liability risks and also hedging transactions to limit foreign currency and fuel price risks, the TUI
Group's risk management system embraces the systematic early detection, management and monitoring of risks across the Group. A
more detailed explanation of the risk management system is provided in the section on the Risk Governance Framework in the
Risk Report.

2. Use of IT systems

Bookkeeping transactions are captured in the individual financial statements of TUI AG and of the subsidiaries of TUI AG,
through local accounting systems such as SAP or Oracle. As part of the process of preparing their individual financial
statements, subsidiaries complete standardized reporting packages in the Group's Oracle Hyperion Financial Management 11.1.2.4
(HFM) reporting system. HFM is used as the uniform reporting and consolidation system throughout the Group so that no
additional interfaces exist for the preparation of the consolidated financial statements.

Nearly all consolidation processes used to prepare the consolidated financial statements of TUI AG, e. g. capital
consolidation, assets and liabilities consolidation and expenses and income elimination including at equity measurement, are
generated and fully documented in HFM. All elements of TUI AG's consolidated financial statements, including the disclosures
in the Notes, are developed from the HFM consolidation system. HFM also provides various modules for evaluation purposes in
order to prepare complementary information to explain TUI AG's consolidated financial statements.

The HFM reporting and consolidation system has an in-built workflow process whereby when businesses promote their data within
the system, to signal that their reporting package is complete, they are then locked out from making any further changes to
that data. This ensures data integrity within the system and also facilitates a strong audit trail enabling changes to a
reporting package to be identified. This feature of the HFM system has been checked and validated by the TUI AG Group Audit
department on several occasions since the system was introduced.

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -16-

At their own discretion, TUI AG's Group auditors select certain individual financial statements from the financial statements
entered in the HFM reporting and consolidation system by the Group companies, which are then reviewed for the purposes of
auditing the consolidated financial statements.

3. Specific risks related to Group Accounting

Specific risks related to Group accounting may arise, for example, from unusual or complex business transactions, in
particular at critical times towards the end of the financial year. Business transactions not routinely processed also entail
special risks. The discretion necessarily granted to employees for the recognition and measurement of assets and liabilities
may result in further Group accounting-related risks. The outsourcing and transfer of accounting-specific tasks to service
companies may also give rise to specific risks. Accounting-related risks from derivative financial instruments are outlined in
the Notes to the consolidated financial statements.

4. Key regulation and control activities to
ensure proper and reliable (Group) Accounting

The internal control measures aimed at securing proper and reliable Group accounting ensure that business transactions are
fully recorded in a timely manner in accordance with legal requirements and the Articles of Association. This also ensures
that assets and liabilities are properly recognised, measured and presented in the financial statements and the consolidated
financial statements. The control operations also ensure that bookkeeping records provide reliable and comprehensive
information.

Controls implemented to secure proper and reliable accounting include, for instance, analysis of facts and developments on the
basis of specific indicators. Separation of administrative, execution, settlement and authorisation functions and the
implementation of these functions by different persons reduces the potential for fraudulent operations. Organisational
measures also aim to capture any corporate or Groupwide restructuring or changes in sector business operations rapidly and
appropriately in Group accounting. They also ensure, for instance, that bookkeeping transactions are correctly recognised in
the period in which they occur in the event of changes in the IT systems used by the accounting departments of Group
companies. The internal control system likewise ensures that changes in the TUI Group's economic or legal environment are
mapped and that new or amended accounting standards are correctly applied.

The TUI Group's accounting policies together with the International Financial Reporting Standards (IFRS) in compliance with EU
legislation, govern the uniform accounting and measurement principles for the German and foreign companies included in TUI's
consolidated financial statements. They include general accounting principles and methods, policies concerning the statement
of financial position, income statement, notes, management report and cash flow statement.

The TUI Group's accounting policies also govern specific formal requirements for the consolidated financial statements.
Besides defining the group of consolidated companies, they include detailed guidance on the reporting of financial information
by those companies via the group reporting system HFM on a monthly, quarterly and year end basis. TUI's accounting policies
also include, for instance, specific instructions on the initiating, reconciling, accounting for and settlement of
transactions between group companies or determination of the fair value of certain assets, especially goodwill.

At Group level, specific controls to ensure proper and reliable Group accounting include the analysis and, where necessary,
correction of the individual financial statements submitted by the Group companies, taking account of the reports prepared by
the auditors and meetings to discuss the financial statements which involve both the auditors and local management. Any
further content that requires adjusting can be isolated and processed downstream.

The control mechanisms already established in the HFM consolidation system minimize the risk of processing erroneous financial
statements. Certain parameters are determined at Group level and have to be applied by Group companies. This includes
parameters applicable to the meas-urement of pension provisions or other provisions and the interest rates to be applied when
cash flow models are used to calculate the fair value of certain assets. The central implementation of impairment tests for
goodwill recognized in the financial statements secures the application of uniform and standardized evaluation criteria.

5. Disclaimer

With the organisational, control and monitoring structures established by the TUI Group, the internal control and risk
management system enables company-specific facts to be captured, processed and recognized in full and properly presented in
the Group's accounts.

However, it lies in the very nature of the matter that discretionary decision-making, faulty checks, criminal acts and other
circumstances, in particular, cannot be ruled out and will restrict the efficiency and reliability of the internal control and
risk management systems, so that even Group-wide application of the systems cannot guarantee with absolute certainty the
accurate, complete and timely recording of facts in the Group's accounts.

Any statements made relate exclusively to TUI AG and to subsidiaries according to IFRS 10 included in TUI AG's consolidated
financial statements.

OVERALL ASSESSMENT BY THE EXECUTIVE BOARD AND REPORT ON EXPECTED DEVELOPMENTS

Actual business performance 2018 compared with
our forecast

Our business performance in FY 2018 matched our overall expectations.

At year-on-year growth of 6.3% on a constant currency basis, TUI Group's turnover exceeded expectations. We delivered
consistently high occupancy rates and yields on a further expansion of our hotel and cruise portfolio. At the same time, the
number of customers booking their holiday with us rose in all key source markets this summer, despite the prolonged phase of
hot weather in Northern Europe.

In FY 2018 we delivered double-digit growth in our underlying EBITA on a constant currency basis for the fourth consecutive
time since the merger. In the financial year under review, TUI Group's underlying EBITA improved by 4.1 % to EUR 1,147.0 m. On
a constant currency basis for the reporting period and the prior year reference period, this equates to an improvement of 10.9
%. We have thus outperformed the guidance we communicated for FY 2017, which envisaged an increase in our operating result of
at least 10 % on a constant currency basis.

The one-off charges adjusted for in our underlying EBITA were slightly higher than expected at EUR86.8m in the financial year
under review. Overall the Group's EBITA thus improved by 3.3 % to EUR 1,060.2 m.

TUI Group's ROIC decreased by 0.57 percentage points to 23.04 % in FY 2017 while our plan assumed a slight increase. With the
cost of capital at 6.37 %, this yields positive Economic Value Added of EUR 829.9 m (previous year EUR 787.0 m), in line with
expectations.

The Group's net capex and financial investments remained below the target of around EUR 1.2 bn at EUR 827.0 m. This was
primarily attributable to delays in larger hotel projects.

The net liquidity of EUR 123.6 m reported as at year-end 2018 developed slightly better than assumed in our most recent
guidance, which had still expected a slight net debt. This was mainly due to the Group's lower net capex and financial
investments.

Expected changes in the economic framework

Expected development of world output
Var. % 2019 2018
World + 3.7 + 3.7
Eurozone + 1.9 + 2.0
Germany + 1.9 + 1.9
France + 1.6 + 1.6
UK + 1.5 + 1.4
US + 2.5 + 2.9
Russia + 1.8 + 1.7
Japan + 0.9 + 1.1
China + 6.2 + 6.6
India + 7.4 + 7.3

Source: International Monetary Fund (IMF), World Economic Outlook, October 2018

Macroeconomic situation

The steady expansion of the world economy continued in calendar year 2018. The International Monetary Fund expects world
output to grow by 3.7 % in 2018, flat year-on-year. For 2019, the IMF expects the global economy to again grow by 3.7 % (IMF,
World Economic Outlook, October 2018).

Market trend in tourism

UNWTO expects international tourism to continue growing globally during this decade. For the period from 2010 to 2020, average
weighted growth of around 3.8 % per annum has been forecast (source: UNWTO, Tourism Highlights, 2018 edition). In the first
six months of 2018, international arrivals grew by 6.1 %. UNWTO expects growth of 4 % to 5 % for the full calendar year 2018
(source: UNWTO, World Tourism Barometer, October 2018).

Effects on TUI Group

As one of world's leading tourism group, TUI Group depends on patterns in consumer demand in the large source markets in which
we operate with our hotel, cruise and tour operator brands. Our budget is based on the assumptions used as a basis by the IMF
to predict the future development of the global economy.

Apart from trends in consumer sentiment, political stability in the destinations is a further crucial factor affecting demand
for holiday products. In our view, our business model is sufficiently flexible to compensate for the currently identifiable
challenges.

The expected turnover growth assumed for our source markets in our budget for FY 2019 is in line with UNWTO's long-term
forecast. Our strategic focus is to deliver further efficiency enhancements through the harmonisation of our three regional
business segments, which are now operated under the unified TUI brand in all three regions.

Expected development of Group turnover and earnings

TUI Group

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -17-

The translation of the income statements of foreign subsidiaries in our consolidated financial statements is based on average
monthly exchange rates. TUI Group generates a considerable proportion of consolidated turnover and large earnings and cash
flow contributions in non-euro currencies, in particular GBP, $ and SEK. Taking account of the seasonality in tourism, the value
of these currencies against the euro in the course of the year therefore strongly impacts the financial indicators carried in
TUI AG's consolidated financial statements. The comments on the expected development of our Group in FY 2019 provided below
are based on an assumption of constant currencies for the completed FY 2018.

The key financial performance indicators for our earnings position in FY 2019 are Group turnover and underlying EBITA.

Definition of underlying EBITA see Value-oriented Group management on page 35

For a meaningful comparison at constant currency between expected earnings and our performance in the completed financial
year, the reference figure for underlying EBITA in FY 2018 has been modified. The starting point for the forecast is the
rebased underlying EBITA. This rebased figure was determined by the underlying EBITA of the FY 2018 increased to account for
the negative effect of the revaluation of euro-denominated loans in Turkey amounting to EUR 40 m, translated at actual
exchange rates in FY 2018.

Key management variables used for regular value analysis are Return On Invested Capital (ROIC) and Economic Value Added. ROIC
is shown against the segment-specific cost of capital.

Future development depends on demand in our source markets and customer segments, input costs and the potential impact of
exogenous events beyond our control such as strikes, terror attacks or natural disasters. Whilst these may influence results
in the individual segments, we believe our balanced portfolio of markets and destinations still leaves us well placed to
deliver the targets outlined below in FY 2019.

Expected development of Group turnover and underlying EBITA
EUR million 2018 FX 2018 20191
effects3 rebased3
Turnover 19,524 19,524 around 3 %
growth2
Underlying EBITA 1,147 40 1,187 at least 10 %
growth
Adjustments 87 approx. EUR
125 m costs

1 Variance year-on-year assuming constant foreign exchange rates are applied to the result in the current and prior period and
based on the current group structure; guidance relates to continuing operations. For underlying EBITA the expected growth
refers to the FY 2018 rebased number.

2 Excluding cost inflation relating to currency movements

3 Rebased to take into account EUR 40 m impact of revaluation of EUR loan balances in Turkey in FY 2018

Turnover

We expect turnover to grow by around 3 % in FY 2019 on a constant currency basis, excluding cost inflation relating to
currency movements.

Underlying EBITA

TUI Group's underlying EBITA in FY 2019 is expected to grow by at least 10 % versus the rebased prior-year value at constant
currency. In order to determine the rebased previous year's value, the actual value for the previous year was increased by the
effect of the revaluation of euro-denominated loans of Turkish hotel companies.

ADJUSTMENTS

In order to deliver further business harmonisation and efficiency in Markets & Airlines, we expect an elevated level of
adjustments in FY 2019 of approximately EUR 125 m.

Details on Goals and Strategies from page 28
Details on Risks in Risk Report from page 40

ROIC and Economic Value Added

We expect ROIC to reduce slightly in FY 2019. Due to the higher invested capital, Economic Value Added is expected to rise
further, depending on the development of TUI Group's capital costs.

Development in the segments in FY 2019

Hotels & Resorts

In the Hotels & Resorts segment, we will continue to expand our portfolio of holiday destinations with a series of planned
hotel openings in FY 2019 and beyond. We are thus on track to have opened around 60 additional hotels between the merger and
the end of FY 2019. Overall, we expect the segment to deliver growth in underlying EBITA versus the rebased prior-year value
at a level below the guidance for the Group of at least 10 % for FY 2019. In order to determine the rebased previous year's
value, the actual value for the previous year was increased by the effect of the revaluation of euro-denominated loans of
Turkish hotel companies.

Cruises

In FY 2019, we will launch three ships for our cruise brands. Bookings for the new ships and the existing fleet continue to
perform well. Overall, we therefore expect this segment to deliver growth in underlying EBITA of more than 10 % in FY 2019.

Destination Experiences

With the acquisition of Destination Management and Musement, we have expanded our Destination Experiences segment from an
offline business in 23 countries to a fully digitalised business in 49 countries. We are also developing our customised TUI
Tours portfolio. Taking account of the related additional expenses required to expand the digital platforms, we expect this
segment to deliver growth in underlying EBITA of more than 10 % in FY 2019.

Markets & Airlines

In our Markets & Airlines, we are focusing on the harmonisation of business workflows, in particular for processes, overheads
and aviation, as well as the delivery of benefits from digitalisation. We expect the challenging market environment to
continue. Its impact will primarily be felt in the first half of FY 2019. In FY2019, we expect the Markets & Airlines to
deliver growth in underlying EBITA which is broadly in line with Group guidance.

Expected development of financial position

For the development of the Group's financial position in FY 2019, we have defined the Group's net capital expenditure and
investments and its leverage ratio as key performance indicators.

Expected development of Group financial position
Expected development vs. PY
FY 2018 FY 2019
Net capex and investments 827.0 around
EUR 1.0 - 1.2 bn
Leverage Ratio 2.7 3.00(x) - 2.25(x)

Net capex and investments

In the light of investment decisions already taken and projects in the pipeline, we expect TUI Group's net capex and financial
investments to total around EUR 1.0 - 1.2 bn in FY 2019. This includes expected down payments on aircraft orders (excluding
aircraft assets financed by debt or finance leases) and proceeds from the sale of fixed assets. Capex mainly relates to the
launch of new production and booking systems for our markets, maintenance and expansion of our hotel portfolio and the
acquisition of two cruise ships.

Leverage Ratio

For FY 2019, we are aiming to deliver a leverage ratio of 3.00(x) to 2.25(x).

Sustainable development

Climate protection and emissions

We have identified specific CO2 emissions (in g CO2 / PKM) of our aircraft fleet as a key non-financial performance indicator.
These emissions are to be reduced by 10 % by 2020. We also aim to reduce the carbon intensity of our global operations by 10 %
by 2020 (against the baseline of 2014).

Overall Executive Board assessment of TUI Group's current situation and expected development

At the date of preparation of the Management Report (11 December 2018), we uphold our positive assessment of TUI Group's
economic situation and guidance for FY 2019. With its finance profile, strong brand and services portfolio, TUI Group is well
positioned in the market. In the first few weeks of the new FY 2019, overall business performance was slightly below previous
year's level and has matched expectations.

TUI Group's underlying EBITA is to grow by at least 10 % in FY 2019 on a constant currency basis compared with the rebased
prior-year level. In order to determine the rebased previous year's value, the actual value for the previous year was
increased by the effect of the revaluation of euro-denominated loans of Turkish hotel companies.

Based on our growth strategy, we reiterate our guidance of at least 10 % CAGR in underlying EBITA for the three years to FY
2020.* Our long-term target for TUI Group's gross capex amounts 3.5 % of consolidated turnover.

* Based on constant currency growth, three year CAGR from FY 2017 base to FY 2020

Guidance for TUI AG

The future business performance of TUI AG is essentially subject to the same factors as those impacting TUI Group. Due to the
business ties between TUI AG and its Group companies, the guidance, opportunities and risks presented for TUI Group are
largely mirrored by expectations for TUI AG. The comments made for TUI Group therefore also apply to TUI AG.

Opportunity Report

TUI Group's opportunity management follows the Group strategy for core business Tourism. Responsibility for systematically
identifying and taking up opportunities rests with the operational management of the Hotels & Resorts, Cruises and Destination
Experiences segments as well as our source markets. Market scenarios and critical success factors for the individual sectors
are analysed and assessed in the framework of the Group-wide planning and control process. The core task of the Group's
Executive Board is to secure profitable growth for TUI Group by optimising the shareholding portfolio and developing the Group
structure over the long term.

Overall, TUI Group is well positioned to benefit from opportunities resulting from the main trends in its markets.

Opportunities from the development of the overall framework

Should the economy perform better than expected, TUI Group and its segments would benefit from the resulting increase in

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -18-

demand in the travel market. Moreover, changes in the competitive environment could create opportunities for TUI Group in
individual markets.

Corporate strategy

We see opportunities for further organic growth in particular by expanding our hotel portfolio, cruise business and the
offering of our Destination Experiences segment. As market leader, we also intend to benefit in the long term from demographic
change and the resulting expected increase in demand for high-quality travel at an attractive price / performance ratio.

Operational opportunities

We intend to improve our competitive position further by offering unique product and further expanding controlled distribution
in the source markets, in particular online distribution and via mobile devices. We also see operational opportunities arising
from stronger integration of our Destination Experiences segment and tour operation business.

BUSINESS REVIEW

Macroeconomic industry and market framework

Macroeconomic development

World Output
Var. % 2018 2017
World + 3.7 + 3.7
Eurozone + 2.0 + 2.4
Germany + 1.9 + 2.5
France + 1.6 + 2.3
UK + 1.4 + 1.7
US + 2.9 + 2.2
Russia + 1.7 + 1.5
Japan + 1.1 + 1.7
China + 6.6 + 6.9
India + 7.3 + 6.7

Source: International Monetary Fund (IMF), World Economic Outlook, October 2018

In calendar year 2018, the global upswing in economic activity achieved the previous year's level. In its outlook (IMF, World
Economic Outlook, October 2018), the International Monetary Fund projects global growth of 3.7 % again for 2018. The outlook
had been revised downwards in the course of the year and now reflects the growing downside risks, in particular the trade
conflicts between the world's two largest economies, the United States and China.

Key exchange rates and commodity prices

The exchange rate charts are presented on the basis of the indirect quotation format customary in the foreign exchange market.
If the exchange rate falls, the foreign currency is appreciating against the euro. By contrast, if the exchange rate rises,
the foreign currency is depreciating against the euro.

TUI Group companies operate on a worldwide scale. This presents financial risks for TUI Group arising from changes in exchange
rates and commodity prices. The essential financial transaction risks from operations concern euros and US dollars. They
mainly result from foreign exchange items in the individual Group companies, for instance aircraft fuel and bunker oil
invoices, ship handling costs or products and services sourced by hotels. The parity of sterling against the euro affects the
translation of results generated in the UK market in TUI's consolidated financial statements. Following the UK vote for
Brexit, the currency fluctuations continued, impacting the translation of results from our UK business.

At the beginning of the financial year under review, the exchange rate of sterling against the euro stood at 0.88 GBP / EUR.
After slight fluctuations in the course of the year, it returned to roughly the same level, marking 0.89 GBP / EUR as at 30
September 2018. At 1.16 $ / EUR at year-end, the US dollar also returned to roughly the level recorded at the beginning of
the financial year, when the rate was 1.17 $ / EUR.

Changes in commodity prices above all affect TUI Group when procuring fuels such as aircraft fuel and bunker oil. The price of
Brent oil stood at $ 82.72 per barrel as at 30 September 2018, up by around 47.4 % year-on-year.

In Tourism, most risks relating to changes in exchange rates and price risks from fuel sourcing are hedged by derivatives.
Information on hedging strategies and risk management as well as financial transactions and the scope of such transactions at
the balance sheet date is provided in the sections Financial Position and Risk Report in the Management Report and the section
Financial Instruments in the Notes to the consolidated financial statements.

Financial Position see page 75, Risk Report see page 50 and Financial Instruments see Notes page 225

Market environment and competition in Tourism

Since the merger between TUI AG and TUI Travel PLC in December 2014, TUI Group has been one of the world's leading leisure
tourism business. The development of the international leisure tourism market impacts all businesses in TUI Group.

Tourism remains a stable growth sector

According to the United Nations World Tourism Organization (UNWTO), tourism comprises the activities of persons travelling to
and staying in places outside their usual environment for not more than one consecutive year for leisure, business and other
purposes. The key tourism indicators to measure market size are the number of international tourist arrivals and international
tourism receipts. In 2017, international tourism receipts amounted to $ 1,340 bn. International arrivals grew to 1.32 bn, an
increase of 7.0 %, the strongest growth since the financial crisis in 2009. International tourism arrivals are expected to
grow by around 3.8 per cent per annum on average between 2010 and 2020. The tourism industry thus remains one of the most
important sectors in the global economy: in terms of tourism exports (international tourism receipts plus passenger transport
services), tourism ranks third worldwide (UNWTO Tourism Highlights, Edition 2018).

Change of international tourist arrivals
vs. prior year
Var. % 2018* 2017
World + 6.1 + 7.0
Europe + 6.8 + 8.4
Asia and the Pacific + 7.4 + 5.6
Americas + 3.3 + 4.8
Africa + 4.0 + 8.6
Middle East + 4.6 + 4.6

Source: UNWTO World Tourism Barometer, October 2018
* Period January till June

In the first half of calendar year 2018, the growth trend continued, with international tourist arrivals growing by 6.1 %
worldwide during that period. Travel for holidays, recreation and other forms of leisure accounted for just over half of all
international tourist arrivals (UNWTO, World Tourism Barometer, October 2018).

Segmental performance see from page 67

Europe remained the largest and most mature tourism market in the world, accounting for 51 % of international tourist arrivals
and 39 % of tourism receipts in 2017. Both indicators thus grew by 8 %. Five European countries - France, Spain, Italy, the
United Kingdom and Germany - figured in the top ten international tourism destinations in 2017. Three of our main source
markets - Germany, the UK and France - were in the top five of all source markets worldwide measured by international tourism
receipts. The source markets display different levels of concentration. While the British market is characterised by two main
players, TUI Travel and Thomas Cook, the German and French markets are more heavily fragmented.

Hotel market

The total worldwide hotel market for business and leisure travel was worth EUR 476 bn in 2017 (at constant currency). From
2017 to 2023, average annual growth (CAGR) is expected to amount to 3 % at constant 2017 prices (Euromonitor International
Travel, October 2018). The hotel market is divided between business and leisure travel. A number of characteristics
differentiate leisure travel hotels from business hotels, including longer average lengths of stay for guests in leisure
hotels. Locations, amenities and service requirements also differ. From a demand perspective, the leisure hotel market in
Europe is divided into several smaller submarkets which cater to the individual needs and preferences of tourists. These
submarkets include premium, comfort, budget, family /
apartment, and club or resort-style hotels. Hotel companies may offer a variety of hotels for different submarkets, often
defined by price range, star ratings, exclusivity, or available facilities.

The upper end of the leisure hotel market is characterised by a high degree of sophistication and specialisation, with the
assets managed by large international companies and investors. There are also many small, often family-run businesses,
particularly in Europe, not quite so upscale and with fewer financial resources. Most family-owned and -operated businesses
are not branded. Given the variety of models for owning and operating leisure hotels and the fragmented competition landscape
which, at least in Europe, is not dominated by large hotel chains, conditions differ greatly between locations.

Cruise market

The global cruise industry will generate estimated revenues of around $ 45.6 bn in 2018, an increase of 4.6 % year-on-year.
The global estimate suggests that altogether around 26 million guests will have undertaken an ocean cruise in calendar year
2018. The North American market (United States, Caribbean, Canada, Mexico) is by far the largest and most mature cruise market
in the world, with approximately 14 million guests and a strong penetration rate of 3.7 % of the total population taking a
cruise in 2017.

By contrast, the European cruise markets recorded approximately 6.8 million passengers, with penetration rates varying
significantly from country to country, but considerably lower overall. Germany, the United Kingdom & Ireland and France are
among the five largest cruise markets in Europe. Germany is Europe's largest cruise market, with 2.1 million passengers in
2018. At 2.7 %, its penetration rate was lower than in the United Kingdom & Ireland. The United Kingdom & Ireland is the
second largest cruise market in Europe, with approximately 2.0 million cruise passengers and Europe's strongest penetration
rate of 3.0 % in 2018. (Cruise Market Watch Website, www.cruisemarketwatch.com/market-share, October 2018; CLIA, Cruise
Industry Ocean Source Market Report - Australia, 2018)

Destination Experiences

The market for tours and activities in the destinations remains highly fragmented on the supplier side. More than 90 % of the

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -19-

around 300,000 companies are small providers with annual revenues of less than EUR 1 m, almost exclusively providing services
to occasional customers. At global turnover of EUR 150 bn and annual growth of 7 %, the segment is one of the most attractive
tourism areas. With the acquisition of the Italian tech start-up Musement in FY 2019 and of the Destination Management of
Hotelbeds in the FY 2018, TUI Group has strengthened its position in the excursions, tours and activities business in the
destinations. In future, the combination of a single customer platform and cutting-edge technology will enable the Group to
present tailored offerings to its customers both before and during their holiday.

Brand

Strong TUI master brand

Our brand with the 'smile' - the smiling logo formed by the three letters of our brand name TUI - stands for a consistent
customer experience, digital presence and competitive strength. The red smile is as well known as the logo of other leading
brands. In order to further leverage the appeal and strength of our core brand and tap the associated growth potential, we
have created a global branding and consistent brand experience in recent years. In 2018, TUI played in the Champions League of
global brands in almost all markets. TUI is among the best-known travel brands in core European countries. The rollout of the
TUI brand in the framework of the local rebranding in the past few years has been very successful. In FY 2018, the UK was the
last source market to undergo rebranding to TUI when the large local tour operator Thomson was replaced by TUI - here, too,
TUI already achieves an aided brand awareness level of 80 %.

Group earnings

Comments on the consolidated income statement

TUI Group's earnings position continued to show a positive development in FY 2018. The operating result (underlying EBITA) of
TUI Group's continuing operations improved by 4.1 % to EUR 1,147.0 m in the period under review, or by 10.9 % year-on-year on
a constant currency basis. This growth was driven in particular by the continued good operating performance in the Holiday
Experiences segment.

Income Statement of the TUI Group
for the period from 1 Oct 2017 to 30 Sep 2018
EUR million 2018 2017 Var. %
Turnover 19,523.9 18,535.0 + 5.3
Cost of sales 17,542.4 16,535.5 + 6.1
Gross profit 1,981.5 1,999.5 - 0.9
Administrative expenses 1,289.9 1,255.8 + 2.7
Other income 67.4 12.5 + 439.2
Other expenses 3.5 1.9 + 84.2
Financial income 83.8 229.3 - 63.5
Financial expenses 165.5 156.2 + 6.0
Share of result of joint ventures 297.7 252.3 + 18.0
and associates
Earnings before income taxes 971.5 1,079.7 - 10.0
Income taxes 191.3 168.8 + 13.3
Result from continuing operations 780.2 910.9 - 14.3
Result from discontinued 38.7 - 149.5 n. a.
operations
Group profit 818.9 761.4 + 7.6
Group profit attributable to 732.5 644.8 + 13.6
shareholders of TUI AG
Group profit attributable to 86.4 116.6 - 25.9
non-controlling interest

Turnover and cost of sales

Turnover
EUR million 2018 2017 Var. %
restated
Hotels & Resorts 606.8 679.0 - 10.6
Cruises 901.9 815.0 + 10.7
Destination 303.5 202.5 + 49.9
Experiences
Holiday Experiences 1,812.2 1,696.5 + 6.8
Northern Region 6,854.9 6,601.5 + 3.8
Central Region 6,563.7 6,039.5 + 8.7
Western Region 3,577.6 3,502.2 + 2.2
Markets & Airlines 16,996.2 16,143.2 + 5.3
All other segments 715.5 695.3 + 2.9
TUI Group 19,523.9 18,535.0 + 5.3
TUI Group at constant currency 19,701.5 18,535.0 + 6.3
Discontinued operations - 829.0 n. a.
Total 19,523.9 19,364.0 + 0.8

In FY 2018, turnover by TUI Group climbed by 5.3 % to EUR 19.5 bn. On a constant currency basis, turnover grew by 6.3 %.
Alongside a year-on-year increase in customer numbers of 4.7 % in the source markets, capacity increases in the Cruises
segment, higher average prices in the Hotels & Resorts segment and higher prices in the UK contributed to the turnover growth.
Turnover is presented alongside the cost of sales, which was up 6.1 % in the period under review.

Gross profit

Gross profit, i. e. the difference between turnover and the cost of sales, was flat year-on-year at around EUR 2.0 bn.

Administrative expenses

Administrative expenses rose by EUR 34.1 m year-on-year to EUR 1,289.9 m, above all due to higher personnel and IT costs.

Financial result

The financial result declined by EUR 154.8 m to EUR - 81.7 m. The decrease was essentially due to the profit of EUR 172.4 m
generated in the prior year from the disposal of the remaining stake in Hapag-Lloyd AG.

Share of results of joint ventures and associates

The result from joint ventures and associates comprises the proportionate net profit for the year of these companies measured
at equity and where appropriate impairments of goodwill for these companies. In the period under review, the at equity result
totalled EUR 297.7 m. The significant increase of EUR 45.4 m mainly resulted from a higher profit contribution by TUI Cruises.

Result from continuing operations

The result from continuing operations declined by EUR 130.7 m to EUR 780.2 m in FY 2018.

Result from discontinuing operations

The sale of Hotelbeds Group in 2016 had included a turnover guarantee for the benefit of the buyer. On the basis of the
turnover generated by Hotelbeds Group with TUI Group in prior periods, the other liability formed for the sale of Hotelbeds
Group was revalued and reduced by EUR 41.4 m. The other items refer to the Specialist Group sold in FY 2017.

Group profit

Group profit increased by EUR 57.5 m year-on-year to EUR 818.9 m in FY 2018.

Share in Group profit attributable to TUI AG shareholders

The share in Group profit attributable to the TUI AG shareholders increased from EUR 644.8 m in the prior year to EUR 732.5 m
in FY 2018. Alongside a sound operating performance, the increase is accounted for by the profit share attributable to
Travelopia in the prior year.

Non-controlling interests

Non-controlling interests in Group profit for the year totalled EUR 86.4 m. They mainly related to RIUSA II Group.

Earnings per share

The interest in Group profit for the year attributable to TUI AG shareholders after deduction of non-controlling interests
totalled EUR 732.5 m in FY 2018 (previous year EUR 644.8 m). Basic earnings per share therefore amounted to EUR 1.25 (previous
year EUR 1.10) in FY 2018.

Alternative performance indicators

Key indicators used to manage the TUI Group are EBITA and underlying EBITA. EBITA comprises earnings before interest, taxes
and goodwill impairments. EBITA includes amortisation of other intangible assets. It does not include the result from the
measurement of interest hedges, and in the prior year did not include results from container shipping operations.

The table below shows the reconciliation of earnings before tax from continuing operations to underlying EBITA.

Reconciliation to underlying earnings (continuing operations)
EUR million 2018 2017 Var. %
Earnings before income taxes 971.5 1,079.7 - 10.0
plus: Profit on sale of financial - - 172.4 n. a.
investment in Container Shipping
plus: Net Interest expense 82.3 113.5 - 27.5
plus: Expense from the measurement of 6.4 5.7 + 12.3
interest hedges
EBITA 1,060.2 1,026.5 + 3.3
Adjustments:
less: Gain on disposals - 2.1 - 2.2 + 4.5
plus: Restructuring expense 34.9 23.1 + 51.1
plus: Expense from purchase price 31.8 29.2 + 8.9
allocation
plus: Expense (prior year income) 22.2 25.5 - 12.9
from other one-off items
Underlying EBITA 1,147.0 1,102.1 + 4.1

The reported earnings (EBITA) of TUI Group rose by EUR 33.7 m to EUR 1,060.2 m due to a sound operating performance in FY
2018.

EBITA
EUR million 2018 2017 Var. %
restated
Hotels & Resorts 425.6 353.7 + 20.3
Cruises 324.0 255.6 + 26.8
Destination Experiences 43.1 32.6 + 32.6
Holiday Experiences 792.7 641.9 + 23.5
Northern Region 221.2 309.6 - 28.6
Central Region 72.5 67.3 + 7.7
Western Region 85.1 79.4 + 7.2
Markets & Airlines 378.8 456.3 - 17.0
All other segments - 111.3 - 71.7 - 55.4
TUI Group 1,060.2 1,026.5 + 3.3
TUI Group at constant currency 1,133.4 1,026.5 + 10.4
Discontinued operations 38.7 - 22.1 n. a.
Total 1,098.9 1,004.4 + 9.4

In order to explain and evaluate the operating performance of the segments, earnings adjusted for special one-off effects
(underlying EBITA) are presented below. Underlying EBITA has been adjusted for gains on disposal of financial investments,
restructuring expenses according to IAS 37, all effects from purchase price allocations, ancillary acquisition costs and
conditional purchase price payments and other expenses for and income from one-off items.

One-off items carried here include adjustments for income and expense items that reflect amounts and frequencies of occurrence

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -20-

rendering an evaluation of the operating profitability of the segments and the Group more difficult or causing distortions.
These items include in particular major restructuring and integration expenses not meeting the criteria of IAS 37, material
expenses for litigation, gains and losses from the sale of aircraft and other material business transactions with a one-off
character.

TUI Group's underlying EBITA improved by EUR 44.9 m to EUR 1,147.0 m in FY 2018.

Underlying EBITA
EUR million 2018 2017 Var. %
restated
Hotels & Resorts 425.7 356.5 + 19.4
Cruises 324.0 255.6 + 26.8
Destination 44.7 35.1 + 27.4
Experiences
Holiday Experiences 794.4 647.2 + 22.7
Northern Region 254.1 345.8 - 26.5
Central Region 89.1 71.5 + 24.6
Western Region 109.3 109.2 + 0.1
Markets & Airlines 452.5 526.5 - 14.1
All other segments - 99.9 - 71.6 - 39.5
TUI Group 1,147.0 1,102.1 + 4.1
TUI Group at constant currency 1,221.7 1,102.1 + 10.9
Discontinued operations - - 1.2 n. a.
Total 1,147.0 1,100.9 + 4.2

In FY 2018, adjustments worth EUR 12.5 m were carried for the reduction in pension obligations in the UK and the sale of
aircraft assets. On the other hand, expenses of EUR 31.8 m were incurred for purchase price allocations, and other underlying
expenses amounted to EUR 67.5 m. They mainly related to the following items and circumstances:

Gains on disposal

In FY 2018, gains on disposal of financial assets worth EUR 2 m had to be adjusted for. They related in particular to the
measurement of a stake in the framework of the takeover of Destination Management from Hotelbeds Group.

Restructuring costs

In FY 2018, restructuring costs of EUR 35 m had to be adjusted for. They included an amount of around EUR 13 m for the
realignment of the aviation business in the Nordics. Adjustments also included expenses worth around EUR 9 m for
restructurings at TUI fly in Germany and around EUR 10 m for the integration of Transat in France.

Expenses for purchase price allocations

Expenses for purchase price allocations related in particular to scheduled amortisation of intangible assets from acquisitions
made in previous years.

One-off items

Net expenses for one-off items of EUR 22 m included in particular an amount of EUR 6 m relating to IT projects in Northern and
Western Regions. Further expenses worth EUR 15 m related to reorganisation schemes in regions and destination agencies.

Other segment indicators

Reconciliation to EBITDAR (continuing operations)
EUR million 2018 2017 Var. %
EBITA 1,060.2 1,026.5 + 3.3
Amortisation (+) / 438.3 464.4 - 5.6
write-backs (-) of
other intangible
assets and
depreciation (+) /
write-backs (-) of
property, plant and
equipment
EBITDA 1,498.5 1,490.9 + 0.5
Long-term rental, 721.4 750.0 - 3.8
leasing and leasing
expenses
EBITDAR 2,219.9 2,240.9 - 0.9

EBITDA and underlying EBITDA
EBITDA Underlying EBITDA*
EUR million 2018 2017 Var. % 2018 2017 Var. %
restated restated
Hotels & 524.3 484.5 + 8.2 524.5 485.2 + 8.1
Resorts
Cruises 398.3 312.9 + 27.3 398.3 312.9 + 27.3
Destination 52.1 40.4 + 29.0 53.6 42.9 + 24.9
Experiences
Holiday 974.7 837.8 + 16.3 976.4 841.0 + 16.1
Experiences
Northern 281.7 378.6 - 25.6 302.8 402.7 - 24.8
Region
Central 95.3 87.6 + 8.8 109.8 89.8 + 22.3
Region
Western 107.8 102.0 + 5.7 127.6 126.8 + 0.6
Region
Markets & 484.8 568.2 - 14.7 540.2 619.3 - 12.8
Airlines
All other 39.0 84.9 - 54.1 47.3 81.4 - 41.9
segments
TUI Group 1,498.5 1,490.9 + 0.5 1,563.9 1,541.7 + 1.4
Discontinued 38.7 - 22.1 n. a. - - 1.2 n. a.
operations
Total 1,537.2 1,468.8 + 4.7 1,563.9 1,540.5 + 1.5

* Adjustments according to reconciliation from page 65, excluding amortisation and write-backs.

Segmental performance

Outlook

In FY 2018 we delivered the fourth consecutive year of double digit growth of underlying EBITA at constant currency rates
since the merger, with a continued strong ROIC performance. TUI's sustained strong performance in a challenging market
environment demonstrates its successful transformation as an integrated provider of holiday experiences, with strong
strategic positioning and diversification across destinations and markets. Looking ahead, we expect growth to continue the
benefits of our digitalisation efforts, efficiency measures and differentiation strategy through the disciplined expansion of
our own hotel, cruise and destination experience content.

In Hotels & Resorts, our diversified portfolio means we will continue to benefit from growth in demand for Turkey and North
Africa, with a normalisation in demand for Spain, including the Canaries. Demand also remains strong for our year round
destinations such as Mexico and Cape Verde. We will continue to develop our portfolio of destinations, with a strong pipeline
of own hotel openings for FY 2019 and beyond, and we remain on track to open approximately 60 additional hotels since merger
by the end of FY 2019.

We will also launch three ships for our cruise brands in FY 2019. Bookings for the new ships and the existing fleet are
progressing well, with a continued strong yield performance. Two ships exited our fleets (Marella Spirit and Hapag-Lloyd
Cruises' Hanseatic) in Autumn 2018. Five further new builds are on order for TUI Cruises and Hapag-Lloyd Cruises, for delivery
between FY 2020 and FY 2026, as we continue to build on our leadership position in the German-speaking cruise market.

We are re-shaping our Destination Experiences business based on the recent acquisitions of Destination Management and
Musement, from an off-line to fully digitalised business in 49 countries. We are also developing our tailored TUI Tours offer.
In order to achieve these strategic goals, some additional investment into the digital platform (as operating cost) will be
required in FY 2019.

In Markets & Airlines, we are focussed on delivering business harmonisation, especially in terms of business processes,
overheads and aviation, and the benefits of digitalisation. We expect the challenging market environment to continue, and that
this will be evident in our Q1 / Q2 FY 2019 results. This reinforces the importance of TUI's transformation away from the
traditional tour operator space, to become an integrated provider of holiday experiences, and which helps to mitigate
continued market challenges. Currently Winter 2018 / 19 bookings are down 1 % and average selling prices are down 2 % versus
prior year, with 60 % of the programme sold, 2 percentage points behind prior year*. As outlined above, the programme to North
Africa and Turkey has been expanded, offset by a reduction in the programme to the Canaries. Flight capacity from Nordics has
been proactively reduced, with the planned closure of three airport bases as we continue to drive efficiency in our airlines,
and also following the prolonged hot weather this Summer which has continued to subdue demand. We have also reduced our flight
capacity from Germany, as we continue to improve our flight plan efficiency following the bankruptcies of Air Berlin and Niki.
Bookings for next Summer 2019 are at a very early stage. Only the UK is more than 20 % booked, and at this stage bookings are
up 5 % with average selling price down 1 %.

* These statistics are up to 2 December 2018, shown on a constant currency basis and relate to all customers whether risk or
non-risk

Disclosures on outlook are regularly published on TUI's website in the framework of TUI Group's quarterly reporting.

See www.tuigroup.com/en-en/investors

Holiday Experiences

Holiday Experiences
EUR million 2018 2017 Var. %
Turnover 1,812.2 1,696.5 + 6.8
Underlying EBITA 794.4 647.2 + 22.7
Underlying EBITA at constant 866.0 647.2 + 33.8
currency

Hotels & Resorts
EUR million 2018 2017 Var. %
restated
Total turnover 1,389.7 1,366.2 + 1.7
Turnover 606.8 679.0 - 10.6
Underlying EBITA 425.7 356.5 + 19.4
Underlying EBITA at constant 494.5 356.5 + 38.7
currency
Capacity hotels total1 39,428 39,163 + 0.7
in '000
Riu 17,503 17,942 - 2.4
Robinson 3,095 3,115 - 0.6
Blue Diamond 3,638 2,859 + 27.3
Occupancy rate hotels total2 in %, 83 79 + 4
variance in % points
Riu 89 90 - 1
Robinson 71 66 + 5
Blue Diamond 80 83 - 3
Average revenue per bed hotels total3 65 63 + 2.0
in EUR
Riu 64 64 + 0.2
Robinson 93 91 + 2.6
Blue Diamond 127 112 + 12.8

Turnover measures include fully consolidated companies, all other KPIs incl.
companies measured at equity.

1 Group owned or leased hotel beds multiplied by opening days per quarter

2 Occupied beds divided by capacity

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -21-

3 Arrangement revenue divided by occupied beds 
 
4 Previous year's total capacity now includes Blue Diamond 
 
· Our leading leisure hotel and club brands delivered another strong performance in FY 2018, with EUR 138 m increase in 
underlying EBITA at constant currency (including EUR 43 m net gains on hotel disposals by Riu). Occupancy rate increased to 
83 % and average rate per bed by 2 %. ROIC increased for the fourth successive year to 14.5 % (versus Hotels & Resorts WACC 
of 7.86 %), demonstrating the attractiveness of our portfolio of hotel and club brands across multiple destinations, the 
benefit of having high levels of our own distribution, and our disciplined approach to investment. 
 
· The underlying EBITA result at FY 2018 exchange rates includes an adverse foreign exchange impact of EUR 69 m, EUR 40 m of 
which is the non-cash impact from the revaluation of Euro loan balances within Turkish hotel entities, as a result of the 
weaker Turkish Lira. 
 
· The Hotels & Resorts portfolio strategy continued to pay off in FY 2018. The increase in earnings was driven by a 
rebalance in demand for Turkey and North Africa, as well as strong demand for Greece and continued high demand for the 
Caribbean. Spain remains one of our key destinations, but with more normal levels of demand following a couple of years of 
very high performance. 
 
· The industry-leading occupancy rate demonstrates the strength and popularity of our portfolio of brands and destinations, 
as well as the success of the integrated model with a significant proportion of rooms distributed directly by us, either 
through our Markets or by the hotels themselves. 
 
· We continued to deliver our growth strategy in Hotels & Resorts, having opened a total of 44 new hotels since merger. 
Hotels and clubs were opened in Zanzibar, Mexico, Maldives, Thailand, Dominican Republic, Tunisia, Egypt, Greece and Cyprus. 
We also continued to streamline our portfolio, with several repositionings and the disposal of properties by Riu generating 
EUR 43 m net gain on disposal. 
 
· Our key brands continued to perform very well. Riu delivered another strong earnings and ROIC performance in FY 2018, with 
a very high occupancy rate of 89 % and sustained average rate per bed, as well as the benefit of the disposal gains outlined 
above. Robinson delivered growth in earnings, with improved performance in its Turkish and North African hotels partly 
offset by the planned closure of certain clubs for renovation. Blue Diamond earnings increased as a result of hotel openings 
in the Caribbean, with a continued high level of occupancy despite these new openings. 
 
· Underlying EBITA at constant currency in our other hotel brands grew significantly, driven by a stronger performance in 
our Turkish and North African hotels. 
 
Cruises 
EUR million                           2018     2017     Var. % 
Turnover1                             901.9    815.0    + 10.7 
Underlying EBITA                      324.0    255.6    + 26.8 
Underlying EBITA at constant         324.6    255.6    + 27.0 
currency 
Occupany in %, 
variance in % points 
TUI Cruises                           100.8    101.9    - 1.1 
Marella Cruises2                      100.9    101.7    - 0.8 
Hapag-Lloyd Cruises                   78.3     76.7     + 1.6 
Passenger days in '000 
TUI Cruises                           5,194    4,483    + 15.9 
Marella Cruises2                      2,953    2,720    + 8.6 
Hapag-Lloyd Cruises                   352      349      + 0.9 
Average daily rates3 in EUR 
TUI Cruises                           178      173      + 2.9 
Marella Cruises2, 4 in GBP              141      131      + 7.6 
Hapag-Lloyd Cruises                   615      594      + 3.5 
 
1 No turnover is carried for TUI Cruises as the joint venture is consolidated at equity 
 
2 Rebranded from Thomson Cruises in October 2017. 
 
3 Per day and passenger 
 
4 Inclusive of transfers, flights and hotels due to the integrated nature of Marella Cruises. 
 
· Our leading German and UK cruise brands delivered another year of strong growth in FY 2018, with EUR 69 m growth in 
underlying EBITA at constant currency. This was driven by new ship launches in Germany and UK, with continued high occupancy 
and average daily rates across the fleets. Overall, the segment delivered a record ROIC performance of 22.8 % (versus 
Cruises WACC of 6.16 %), reflecting the return on equity in the high-performing TUI Cruises as well as strong performances 
by our Marella Cruises and Hapag-Lloyd Cruises subsidiaries. 
 
· TUI Cruises (our joint venture with Royal Caribbean in the German speaking market) benefitted from the first Winter 2017 / 
18 of operations for Mein Schiff 6 and launched the New Mein Schiff 1 in May 2018. The fleet also benefitted from fewer dry 
dock days in FY 2018. Average daily rate increased versus prior year, driven by the sustained growth in demand for cruise in 
Germany (which remains a market with relatively low rates of cruise penetration), and in particular high demand for our 
German language, premium all-inclusive product. 
 
· Marella Cruises (our UK cruise brand) delivered the first Winter of operations for the Marella Discovery 2 and launched 
Marella Explorer (previously Mein Schiff 1 in TUI Cruises) in May. The older style Marella Majesty exited the fleet in 
October 2017. Average daily rate increased versus prior year, as we continue to deliver our modernisation programme and 
expansion in line with the UK cruise market. 
 
· Hapag-Lloyd Cruises (our luxury and expedition brand) delivered a strong performance and an increase in earnings, with 
increased occupancy and average daily rate and a good operational performance offsetting the higher number of dry dock days. 
 
Destination Experiences 
EUR million                           2018     2017     Var. % 
Total turnover                        594.1    444.8    + 33.6 
Turnover                              303.5    202.5    + 49.9 
Underlying EBITA                      44.7     35.1     + 27.4 
Underlying EBITA at constant         46.9     35.1     + 33.6 
currency 
 
· Our tours, activities and service provider in destination delivered a significant increase in underlying EBITA in FY 2018. 
This was driven by higher customer volumes in Turkey, Greece and North Africa, efficiencies in Spain, Portugal and Greece, 
and the inclusion of earnings of Destination Management following completion of the acquisition from Hotelbeds in August 
2018. 
 
· Excluding the acquisition of Destination Management, underlying EBITA at constant currency grew by 20 % in FY 2018. 
 
· The acquisition of technology start-up Musement, a leading online platform for tours and activities in destination, was 
also completed in October 2018. Together with the Destination Management acquisition, this will enable us to grow our 
Destination Experiences as a fully digitalised provider with destination product offerings in 49 countries. 
 
Markets & Airlines (formerly Sales & Marketing) 
 
Markets & Airlines 
EUR million                           2018     2017     Var. % 
Turnover                              16,996.2 16,143.2 + 5.3 
Underlying EBITA                      452.5    526.5    - 14.1 
Underlying EBITA at constant         449.8    526.5    - 14.6 
currency 
Net Promoter Score (NPS)1 in %,       50       50       - 
variance in % points 
Direct distribution2 in %, variance   74       73       + 1 
in % points 
Online distribution3 in %, variance   48       46       + 2 
in % points 
Customers in '000                     21,127   20,183   + 4.7 
 
1 NPS is measured in customer satisfaction questionnaires completed post-holiday. It is based on the question 'On a scale of 0 
to 10 where 10 is extremely likely and 0 ist not at all likely, how likely is it that you would recommend the brand to a 
friend, colleague or relative?" and is calculated by taking the percentage of promoters (9s and 10s) less the percentage of 
detractors (0s through 6s). 
 
2 Share of sales via own channels (retail and online) 
 
3 Share of online sales 
 
· Markets & Airlines are leaders in packaged distribution and fulfillment, leveraging their strong market and customer 
knowledge. Against a backdrop of significant and unforseen external challenges - namely, the Summer heatwave and airline 
disruption - several of our major source markets delivered significant growth in earnings, offset by currency inflation in 
the UK. Overall Markets & Airlines delivered 4.7 % increase in customer volumes with another year of increased direct and 
online distribution. Net promoter scores remain high at 50, demonstrating the strength of our customer offer and focus on 
their holiday experience. 
 
· We are focused on delivering further efficiency improvements through the harmonisation of our three regional businesses, 
as well as the benefits of digitalisation. Having successfully delivered the TUI rebranding in all of Markets & Airlines, we 
now have one leadership covering all regions, and have identified further potential for harmonisation in business processes 
and overheads. In addition, we will continue to expand the synergies from One Aviation. 
 
Northern Region 
EUR million                           2018     2017     Var. % 
Turnover                              6,854.9  6,601.5  + 3.8 
Underlying EBITA                      254.1    345.8    - 26.5 
Underlying EBITA at constant         251.1    345.8    - 27.4 
currency 
Direct distribution1 in %, variance   93       92       + 1 
in % points 
Online distribution2 in %, variance   66       63       + 3 
in % points 
Customers in '000                     7,566    7,389    + 2.4 
 
1 Share of sales via own channels (retails and online) 
 
2 Share of online sales 
 
Northern Region comprises UK, Nordics and joint ventures in Canada and Russia. 
 
· In the UK, the TUI rebrand was delivered successfully in FY 2018, as well as another year of growth in revenues and

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -22-

customer volumes (up 2.3 %). Despite a further increase in average selling price, margins reduced as a result of currency
inflation due to the weaker Pound Sterling. In addition, the Summer heatwave and French air traffic control strikes had a
negative impact on margin. Going forward, the UK is well positioned as a clear market leader for package holidays, with a
high net promoter score for its unique holidays, high level of direct and online distribution, and strong degree of business
efficiency and integration.

· Nordics delivered an increase in revenues, customer volumes (up 2.6 %) and earnings in FY 2018, driven by a strong Winter
performance. Summer trading started well, however the prolonged heatwave led to an adverse impact on yield and customer
volumes, resulting in a more subdued performance in the second half of the year. At the end of the year, as part of the
drive for greater efficiency in aviation, the business announced plans to move short-haul air operations to external
airlines at three bases in Scandanavia.

· Underlying EBITA at constant currency rates in Canada increased in FY 2018 as the business continues to deliver growth,
with high levels of sales of Group hotels such as Blue Diamond and Riu. In Russia, TUI's equity participation was reduced in
FY 2019 to 10 %.

Central Region
EUR million 2018 2017 Var. %
Turnover 6,563.7 6,039.5 + 8.7
Underlying EBITA 89.1 71.5 + 24.6
Underlying EBITA at constant 89.4 71.5 + 25.0
currency
Direct distribution1 in %, variance 50 49 + 1
in % points
Online distribution2 in %, variance 22 19 + 3
in % points
Customers in '000 7,707 7,151 + 7.8

1 Share of sales via own channels (retails and online)

2 Share of online sales

Central Region comprises Germany and Austria (operated as one source market), Switzerland and Poland.

· Germany and Austria delivered 2.9 % increase in customer volumes in FY 2018, driven in particular by strong demand for
Turkey, North Africa and Greece. We delivered good progress on our strategy of increasing the proportion of holidays sold
direct and online, to 50 % and 22 % respectively. The result also benefitted from the non-repeat of last year's sickness
event in TUI fly which was largely offset by the impact of the Niki bankruptcy this year. However, as seen in our other
source markets, the strong demand in Winter and at the start of the Summer become more subdued as a result of the heatwave.
In addition, there was a significant increase in capacity on leisure routes this Summer due to aircraft redeployment
following the Air Berlin bankruptcy which impacted margins, especially to Spain.

· Switzerland and Poland continued to deliver good performances, with an increase in customer volumes and earnings.

· The Central Region result has been impacted over the past two years by the insolvencies of Air Berlin and Niki, to whom
TUI fly (our German airline) wet leased a number of aircraft. As a result, earnings were adversely impacted in FY 2017 and
FY 2018. Following the insolvencies, TUI fly took back some of the aircraft and crew (previously operated under wet lease to
Air Berlin and Niki), with the remainder being wet leased out under a new (albeit less profitable) agreement.

Western Region
EUR million 2018 2017 Var. %
Turnover 3,577.6 3,502.2 + 2.2
Underlying EBITA 109.3 109.2 + 0.1
Underlying EBITA at constant 109.3 109.2 + 0.1
currency
Direct distribution1 in %, variance 73 71 + 2
in % points
Online distribution2 in %, variance 55 54 + 1
in % points
Customers in '000 5,854 5,643 + 3.7

1 Share of sales via own channels (retails and online)

2 Share of online sales

Western Region comprises Belgium, Netherlands and France.

· Our market leaders in Belgium and Netherlands continued to grow customer volumes, by 6.8 % in total, with good margins
overall and increasing levels of direct and online distribution. Similar to other markets, there was a relatively high level
of airline disruption during the early Summer.

· France's performance was disappointing in FY 2018. The trading environment was very difficult, particularly as a result of
the Summer heatwave which impacted on demand, due to the large number of domestic alternatives and overcapacity in the
market.

The result has benefitted from the delivery of further cost synergies from the Transat integration, however, this was not
enough to offset the challenging trading environment. In addition, further investment was required to launch the TUI brand in
the French market at the start of the year.

All other segments

All other segments
EUR million 2018 2017 Var. %
restated
Turnover 715.5 695.3 + 2.9
Underlying EBITA - 99.9 - 71.6 - 39.5
Underlying EBITA at constant - 94.1 - 71.6 - 31.4
currency

This segment comprises the business operations for new markets, the scheduled French airline Corsair, and the central
corporate functions and interim holdings of TUI Group and the Group's real estate companies. The increase in operating loss
was driven by Corsair, partly as the result of a planned airline maintenance event at the start of the year, and partly due to
an aircraft towing incident in Q4.

Net assets

Development of the Group's asset structure
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Fixed assets 9,918.6 9,067.0 + 9.4
Non-current 763.5 800.6 - 4.6
receivables
Non-current assets 10,682.1 9,867.6 + 8.3
Inventories 118.5 110.2 + 7.5
Current receivables 2,257.7 1,682.0 + 34.2
Cash and cash equivalents 2,548.0 2,516.1 + 1.3
Assets held for sale 5.5 9.6 - 42.7
Current assets 4,929.7 4,317.9 + 14.2
Assets 15,611.8 14,185.5 + 10.1
Equity 4,333.6 3,533.7 + 22.6
Liabilities 11,278.2 10,651.8 + 5.9
Equity and liabilities 15,611.8 14,185.5 + 10.1

The Group's balance sheet total increased by 10.1 % as against 30 September 2017 to EUR 15.6 bn.

Vertical structural indicators

Non-current assets accounted for 68.4 % of total assets, compared with 69.6 % in the previous year. The capitalisation ratio
(ratio of fixed assets to total assets) decreased from 63.9 % to 63.5 %.

Current assets accounted for 31.6 % of total assets, compared with 30.4 % in the previous year. The Group's cash and cash
equivalents increased by EUR 31.9 m year-on-year to EUR 2,548.0 m. They thus accounted for 16.3 % of total assets, as against
17.7 % in the previous year.

Horizontal structural indicators

At the balance sheet date, the ratio of equity to non-current assets was 40.6 %, as against 35.8 % in the previous year. The
ratio of equity to fixed assets was 43.7 % (previous year 39.0 %). The ratio of equity plus non-current financial liabilities
to fixed assets was 66.4 %, compared with 58.4 % in the previous year.

Development of the Group's non-current assets

Structure of the Group's non-current assets
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Goodwill 2,958.6 2,889.5 + 2.4
Other intangible assets 569.9 548.1 + 4.0
Property, plant and 4,899.2 4,253.7 + 15.2
equipment
Companies measured at 1,436.6 1,306.2 + 10.0
equity
Financial assets 54.3 69.5 - 21.9
available for sale
Fixed assets 9,918.6 9,067.0 + 9.4
Receivables and assets 537.8 476.9 + 12.8
Deferred tax claims 225.7 323.7 - 30.3
Non-current receivables 763.5 800.6 - 4.6
Non-current assets 10,682.1 9,867.6 + 8.3

Goodwill

Goodwill rose by EUR 69.1 m to EUR 2,958.6 m. The increase in the carrying amount is essentially due to the acquisition of the
Destination Management business. An opposite effect was driven by the translation of goodwill not managed in TUI Group's
functional currency into euros. In the period under review, no adjustments were required as a result of impairment tests.

Property, plant and equipment

Property, plant and equipment increased to EUR 4,899.2 m in the financial year under review, primarily driven by the
acquisition of the cruise ship Marella Explorer, investments in hotel facilities, down payments on aircraft orders and the
delivery of aircraft. Property, plant and equipment also comprised leased assets in which Group companies held economic
ownership. At the balance sheet date, these finance leases had a carrying amount of EUR 1,290.2 m, up 11.4 % year-on-year.

Development of property, plant and equipment
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Real estate with hotels 1,262.8 1,040.8 + 21.3
Other land 194.1 165.1 + 17.6
Aircraft 1,415.1 1,207.2 + 17.2
Ships 995.2 860.1 + 15.7
Machinery and fixtures 407.9 361.2 + 12.9
Assets under 624.1 619.3 + 0.8
construction, payments
on accounts
Total 4,899.2 4,253.7 + 15.2

Companies measured at equity

Seventeen associated companies and 27 joint ventures were measured at equity. At EUR 1,436.6 m, their value increased by 10.0
% year-on-year as at the balance sheet date.

Development of the Group's current assets

Structure of the Group's current assets

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -23-

EUR million 30 Sep 2018 30 Sep Var. %
2017
Inventories 118.5 110.2 + 7.5
Trade accounts receivable 2,143.9 1,583.3 + 35.4
and
other assets*
Current tax assets 113.8 98.7 + 15.3
Current receivables 2,257.7 1,682.0 + 34.2
Cash and cash equivalents 2,548.0 2,516.1 + 1.3
Assets held for sale 5.5 9.6 - 42.7
Current assets 4,929.7 4,317.9 + 14.2

* incl. receivables from derivative financial instruments and touristic prepayments

Current receivables

Current receivables comprise trade accounts receivable and other receivables, current income tax assets and claims from
derivative financial instruments. At EUR 2,257.7 m, current receivables increased by 34.2 % year-on-year.

Cash and cash equivalents

At EUR 2,548.0 m, cash and cash equivalents increased by 1.3 % year-on-year.

Unrecognised assets

In the course of their business operations, Group companies used assets of which they were not the economic owner according to
the IASB rules. Most of these assets were aircraft, hotel complexes or ships for which operating leases, i. e. rental, lease
or charter agreements, were concluded at terms and conditions customary in the sector.

Operating rental, lease and charter contracts
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Aircraft 1,547.1 1,461.1 + 5.9
Hotel complexes 675.2 728.4 - 7.3
Travel agencies 212.3 217.1 - 2.2
Administrative buildings 244.0 233.8 + 4.4
Ships, Yachts and 1.0 29.2 - 96.6
motor boats
Other 131.3 107.8 + 21.8
Total 2,810.9 2,777.4 + 1.2

Further explanations as well as the structure of the remaining terms of the financial liabilities from operating rental, lease
and charter agreements are provided in the section Other financial liabilities in the Notes to the consolidated financial
statements.

Information on other intangible, unrecognised assets in terms of brands, customer and supplier relationships and
organisational and process benefits is provided in the section TUI Group Corporate Profile; relationships with investors and
capital markets are outlined in the section TUI Share.

TUI Group Corporate Profile see page 32; TUI Share from page 103

Financial position of the Group

Principles and goals of financial management

Principles

TUI Group's financial management is centrally operated by TUI AG, which acts as the Group's internal bank. Financial
management covers all Group companies in which TUI AG directly or indirectly holds an interest of more than 50 %. It is based
on policies covering all cash flow-oriented aspects of the Group's business activities. In the framework of a cross-national
division of tasks within the organisation, TUI AG has outsourced some of its operational financial activities to First Choice
Holidays Finance Ltd, a British Group company. However, these financial activities are carried out on a coordinated and
centralised basis.

Goals

TUI's financial management goals include ensuring sufficient liquidity for TUI AG and its subsidiaries and limiting financial
risks from fluctuations in currencies, commodity prices and interest rates as well as default risk of treasury activities.

Liquidity safeguards

The Group's liquidity safeguards consist of two components:

· In the course of the annual Group planning process, TUI draws up a multi-annual finance budget, from which long-term
financing and refinancing requirements are derived. This information and financial market observation to identify
refinancing opportunities create a basis for decision-making, enabling appropriatefinancing instruments for the long-term
funding of the Company to be adopted at an early stage.

· TUI uses syndicated credit facilities and bilateral bank loans as well as its liquid funds to secure sufficient short-term
cash reserves. Through intra-Group cash pooling, the cash surpluses of individual Group companies are used to finance the
cash requirements of other Group companies. Planning of bank transactions is based on a monthly rolling liquidity planning
system.

Limiting financial risks

The Group companies operate on a worldwide scale. This gives rise to financial risks for TUI Group, mainly from changes in
exchange rates, commodity prices and interest rates.

The key operating financial transaction risks relate to the euro, US dollar and pound sterling and changing fuel prices. They
mainly result from cost items in foreign currencies held by individual Group companies, e. g. hotel sourcing, aircraft fuel
and bunker oil invoices or ship handling costs.

The Group has entered into derivative hedges in various foreign currencies in order to limit its exposure to risks from
changes in exchange rates for the hedged items. Changes in commodity prices affect TUI Group, in particular in procuring fuels
such as aircraft fuel and bunker oil. These price risks related to fuel procurement are largely hedged with the aid of
derivative instruments. Where price increases can be passed on to customers due to contractual agreements, this is also
reflected in our hedging behaviour. In order to control risks related to changes in interest rates arising on liquidity
procurement in the international money and capital markets and investments of liquid funds, the Group uses derivative interest
hedges on a case-by-case basis as part of its interest management system.

In order to limit default risks from settlement payments for derivatives as well as money market investments with banks and
investments in money market funds, TUI AG and First Choice Holidays Finance Ltd. have defined credit rating criteria for the
selection of their counterparties. Trading and transaction limits are fixed on the basis of the credit ratings granted by the
main rating agencies. The credit ratings and the corresponding limits are regularly reviewed. In the event of fair value
changes in derivatives or rating changes, new business with these counterparties may temporarily be suspended until the limits
can be adequately utilised again. The limits are fixed in consultation between the CFO and the Treasury Department.

The use of derivative hedges is based on underlying transactions; the derivatives are not used for speculation purposes.

More detailed information on hedging strategies and risk management as well as financial transactions and the scope of such
transactions at the balance sheet date is provided in the Risk Report and the section Financial instruments in the Notes to
the consolidated financial statements.

See from page 50 and 225

Capital structure

Capital structure of the Group
EUR million 30 Sep 30 Sep 2017 Var. %
2018
Non-current assets 10,682.1 9,867.6 + 8.3
Current assets 4,929.7 4,317.9 + 14.2
Assets 15,611.8 14,185.5 + 10.1
Subscribed capital 1,502.9 1,501.6 + 0.1
Capital reserves 4,200.5 4,195.0 + 0.1
Revenue reserves - 2,005.3 - 2,756.9 + 27.3
Non-controlling 635.5 594.0 + 7.0
interest
Equity 4,333.6 3,533.7 + 22.6
Non-current 1,730.3 1,896.1 - 8.7
provisions
Current provisions 380.9 382.6 - 0.4
Provisions 2,111.2 2,278.7 - 7.4
Non-current financial 2,250.7 1,761.2 + 27.8
liabilities
Current financial liabilities 192.2 171.9 + 11.8
Financial liabilities 2,442.9 1,933.1 + 26.4
Other non-current 409.5 459.8 - 10.9
liabilities
Other current 6,314.6 5,980.2 + 5.6
liabilities
Other liabilities 6,724.1 6,440.0 + 4.4
Equity and liabilities 15,611.8 14,185.5 + 10.1

Capital ratios
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Non-current capital 8,724.1 7,650.8 + 14.0
Non-current capital 55.9 53.9 + 2.0*
in relation to balance sheet
total%
Equity ratio% 27.8 24.9 + 2.9*
Equity and non-current 6,584.3 5,294.9 + 24.4
financial liabilities
Equity and non-current 42.2 37.3 + 4.9*
financial liabilities
in relation to balance sheet
total%

* Percentage points

Overall, non-current capital increased by 14.0 % to EUR 8,724.1 m. As a proportion of the balance sheet total, it amounted to
55.9 % (previous year 53.9 %).

The equity ratio was 27.8 % (previous year 24.9 %). Equity and non-current financial liabilities accounted for 42.2 %
(previous year 37.3 %) of the balance sheet total at the reporting date.

Equity

Subscribed capital and the capital reserves rose slightly year-on-year. The increase of 0.1 % each was driven by the issue of
employee shares. Revenue reserves rose by EUR 751.6 m to EUR- 2,005.3 m. Non-controlling interests accounted for EUR 635.5 m
of equity.

Provisions

Provisions mainly comprise provisions for pension obligations, for maintenance and other typical operating risks classified as
current or non-current, depending on expected occurrence. At the balance sheet date, they accounted for a total of EUR 2,111.2
m, down by EUR 167.5 m or 7.4 % year-on-year.

Financial liabilities

Composition of liabilities
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Bonds 296.8 295.8 + 0.3
Liabilites to banks 780.5 381.3 + 104.7
Liabilites from finance leases 1,342.7 1,226.5 + 9.5
Other financial liabilities 22.9 29.5 - 22.4

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -24-

Financial liabilities 2,442.9 1,933.1 + 26.4

Structural changes in financial liabilities

The Group's financial liabilities increased by a total of EUR 509.8 m to EUR 2,442.9 m. The structure of liabilities was
affected by a slight rise in liabilities from finance leases and an increase in financial liabilities from the issue of a
Schuldschein.

Overview of TUI's listed bond

The table below lists the maturities, nominal volumes and annual interest coupon of listed bonds from 2016 with a nominal
value of EUR 300.0 m and a 5-year period to maturity.

Listed bonds
Capital Issuance Maturity Amount Amount Interest
measures initial outstanding rate
EUR EUR million % p. a.
million
Senior October 2016 October 2021 300.0 300.0 2.125
Notes
2016

Bank loans and other liabilities from
finance leases

Apart from the bonds worth EUR 300.0 m for the purposes of general corporate financing, TUI AG issued a Schuldschein worth a
total of EUR 425.0 m in July 2018. A fixed interest rate was agreed for three tranches with tenors of 5, 7 and 10 years. Two
other tranches with tenors of 5 and 7 years will carry a floating interest rate based on 6-month EURIBOR plus a fixed margin.
The resulting interest rate risks are hedged by interest rate transactions with the same terms. At an average tenor of nearly
6.5 years for the Schuldschein, the interest costs amount to around 1.75 % p. a.

Moreover, the Hotels & Resorts and Cruises segments took out separate bank loans, primarily in order to finance investments by
these companies. Most liabilities from finance lease contracts are attributable to aircraft as well as one cruise ship. More
detailed information, in particular on the remaining terms, is provided under Financial liabilities in the Notes to the
consolidated financial statements.

Other liabilities

Other liabilities totalled EUR 6,724.1 m, up by EUR 284.1 m or 4.4 % year-on-year.

See section on Financial liabilities in the Notes, page 217

Off-balance sheet financial instruments and
key credit facilities

Operating leases

The development of operating rental, leasing and charter contracts is presented in the section Net assets in the Management
Report.

See page 74

More detailed explanations and information on the structure of the remaining terms of the associated financial liabilities are
provided in the section Other financial liabilities in the Notes to the consolidated financial statements. There were no
contingent liabilities related to special-purpose vehicles.

Syndicated credit facilities of TUI AG

TUI AG signed a syndicated credit facility worth EUR 1.75 bn in September 2014. This syndicated credit facility is available
for general corporate financing purposes (in particular in the winter months). It carries a floating interest rate which
depends on the short-term interest rate level (EURIBOR or LIBOR) and TUI's credit rating plus a margin. At the balance sheet
date, an amount of EUR 102.4 m from this credit facility had been taken up in the form of bank guarantees.

Bilateral guarantee facilities of TUI AG with insurance companies and banks

TUI AG has concluded several bilateral guarantee facilities with various insurance companies with a total volume of GBP 85.0 m
and EUR 130.0 m. These guarantee facilities are required for the delivery of tourism services in order to ensure that Group
companies are able to meet, in particular, the requirements of European oversight and regulatory authorities on the provision
of guarantees and warranties. The guarantees issued usually have a term of 12 to 18 months. They give rise to a commission in
the form of a fixed percentage of the maximum guarantee amount. At the balance sheet date, an amount of GBP 27.3 m and EUR 30.0
m from these guarantee facilities had been used.

TUI AG also concluded bilateral guarantee facilities with a total volume of EUR 42.5 m with banks to provide bank guarantees
in the framework of ordinary business operations. Some of the guarantees have a term of several years. The guarantees granted
give rise to a commission in the form of a fixed percentage of the maximum guarantee amount. At the balance sheet date, an
amount of EUR 15.8 m from these guarantee facilities had been used.

Obligations from financing agreements

The Schuldschein worth EUR 425.0 m from 2018, the bond worth EUR 300.0 m from 2016 and the credit and guarantee facilities of
TUI AG contain a number of obligations. TUI AG has a duty to comply with certain financial covenants (as defined in the
respective contracts) from its syndicated credit facility worth EUR 1.75 bn and a number of bilateral guarantee lines. These
require (a) compliance with a underlying EBITDAR-to-net interest expense ratio measuring TUI Group's relative charge from the
interest result and the lease and rental expenses; and (b) compliance with a net debt-to-underlying EBITDA ratio, calculating
TUI Group's relative charge from financial liabilities. The underlying EBITDAR-to-net interest expense ratio must have a
coverage multiple of at least 1.5; net debt must not exceed 3.0 times underlying EBITDA. The financial covenants are
determined every six months. They restrict, inter alia, TUI's scope for encumbering or selling assets, acquiring other
companies or shareholdings, or effecting mergers.

The Schuldschein worth EUR 425.0 m, the bond worth EUR 300.0 m and the credit and guarantee facilities of TUI AG also contain
additional contractual clauses typical of financing instruments of this type. Non-compliance with these obligations awards the
lenders the right to call in the facilities or terminate the financing schemes for immediate repayment.

Ratings by Standard & Poor's and Moody's

TUI AG ratings
2013 2014 2015 2016 2017 2018 Outlook
Standard B B+ BB- BB- BB BB stable
& Poor's
Moody's B3 B2 Ba3 Ba2 Ba2 Ba2 positive

In the light of improved metrics and continuous operating improvements as well as resilience against geopolitical events,
Moody's upgraded the corporate rating of 'Ba2' with a 'positive outlook' in February 2018.

TUI AG's bond worth EUR 300.0 m has been assigned a 'BB' rating by Standard & Poor's and a 'Ba2' rating by Moody's. TUI AG's
syndicated credit facility worth EUR 1.75 bn is assigned a 'BB' rating by Standard & Poor's.

Financial stability targets

TUI considers a stable credit rating to be a prerequisite for the further development of the business. In response to the
structural improvements resulting from the merger between TUI AG and TUI Travel and the operating performance observed over
the past few years, combined with a strengthening business model despite a challenging environment, Moody's upgraded their TUI
ratings with a 'positive outlook'. We are seeking further improvements in the rating so as to ensure better access to the debt
capital markets even in difficult macroeconomic situations, apart from achieving better financing terms and conditions. The
financial stability ratios we have defined are leverage ratio and coverage ratio, based on the following basic definitions:

Leverage ratio = (gross financial liabilities + discounted value of financial commitments from lease, rental and leasing
agreements + defined-benefit obligations) / (reported EBITDA + long-term leasing and rental expenses); Coverage ratio =
(reported EBITDA + long-term leasing and rental expenses) / (net interest expense + ? of long-term leasing and rental
expenses). These basic definitions are subject to specific adjustments in order to reflect current circumstances. For the
completed financial year, the leverage ratio was 2.7(x), while the coverage ratio was 6.7(x). We aim to achieve a leverage
ratio between 3.00(x) and 2.25(x) and a coverage ratio between 5.75(x) and 6.75(x) for FY 2019.

See (37) Capital management in the Notes on page 239

Interest and financing environment

In the period under review, short-term interest rates remained at an extremely low level compared with historical rates. In
some currency areas, the interest rate remained negative throughout the year, with corresponding impacts on returns from money
market investments but also on reference interest rates for floating-rate debt.

Quoted credit margins (CDS levels) for corporates in the sub-investment grade area remained almost flat year-on-year.
Quotations remained on a persistently low level for TUI AG. Refinancing options were available against the backdrop of the
receptive capital market environment, and TUI AG took advantage of this in July 2018 by issuing a Schuldschein worth EUR 425.0
m.

In the completed financial year, in addition to the issue of a Schuldschein worth EUR 425.0 m, sale-and-lease-back agreements
were signed for seven new airplane. These include finance leases for one B787-8 and two B737-8 Max and operating lease
agreements for one B787-9 and three B737-8 Max.

Liquidity analysis

Liquidity reserve

In the completed financial year, TUI Group's solvency was secured at all times by means of cash inflows from operating
activities, liquid funds, and bilateral and syndicated credit agreements with banks.

At the balance sheet date, TUI AG, the parent company of TUI Group, held cash and cash equivalents worth EUR 889.3 m.

Restrictions on the transfer of liquid funds

At the balance sheet date, there were restrictions worth around EUR 0.2 bn on the transfer of liquid funds within the Group
that might significantly impact the Group's liquidity, such as restrictions on capital movements and restrictions due to
credit agreements concluded.

Change of control

Significant agreements taking effect in the event of a change of control due to a takeover bid are outlined in the chapter on
Information required under takeover law.

See chapter Information required under takeover law

Cash flow statement

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -25-

Summary cash flow statement
EUR million 2018 2017
Net cash inflow from operating + 1,150.9 + 1,583.1
activities
Net cash outflow from investing - 845.7 - 687.7
activities
Net cash outflow from financing - 236.9 - 733.8
activities
Change in cash and cash equivalents with + 68.3 + 161.6
cash effects

The cash flow statement shows the flow of cash and cash equivalents with cash inflows and outflows presented separately for
operating, investing and financing activities. The effects of changes in the group of consolidated companies are eliminated.
The prior year's cash flow statement shows the flow of cash and cash equivalents for the continuing and discontinued
operations.

In the period under review, cash and cash equivalents rose by EUR 31.9 m to EUR 2,548.0 m.

Net cash inflow from operating activities

In the financial year under review, the cash inflow from operating activities amounted to EUR 1,150.9 m (previous year EUR
1,583.1 m). The year-on-year decrease on a positive operating performance was mainly driven by a lower increase in working
capital year-on-year as well as a higher one-off payment to pension funds in the UK.

Net cash outflow from investing activities

In the financial year under review, the cash outflow from investing activities totalled EUR 845.7 m (previous year EUR 687.7
m). While the cash outflow for capital expenditure related to property, plant and equipment and financial investments amounted
to EUR 956.2 m, the cash inflow from the sale of property, plant and equipment and financial investments stood at EUR 192.4 m.
The cash outflow of EUR 135.6 m for the acquisition of consolidated companies almost exclusively relates to the Destination
Experiences and Hotels & Resorts segments. The cash outflow for capital expenditure related to property, plant and equipment
and intangible assets and the cash inflow from corresponding sales do not match the additions and disposals shown in the
development of fixed assets, as these also include non-cash investments and disposals.

Net cash outflow from financing activities

The cash outflow from financing activities totals EUR 236.9 m (previous year EUR 733.8 m). TUI AG recorded an inflow of cash
of EUR 422.9 m from the issue of an unsecured Schuldschein after deducting borrowing costs. TUI Group companies took out
further financial liabilities worth EUR 11.3 m. A further cash outflow of EUR 162.7 m related to the redemption of financial
liabilities, including EUR 106.5 m for finance lease obligations. An amount of EUR 110.8 m was used for interest payments,
while a cash outflow of EUR 381.8 m related to dividend payments to TUI AG shareholders and a further outflow of EUR 53.5 m to
dividend payments to minority shareholders.

Change in cash and cash equivalents
EUR million 2018 2017
Cash and cash equivalents at the + 2,516.1 + 2,403.6
beginning of period
Changes due to changes in exchange - 36.4 - 49.1
rates
Cash changes + 68.3 + 161.6
Cash and cash equivalents at the + 2,548.0 + 2,516.1
end of period

Cash and cash equivalents comprise all liquid funds, i. e. cash in hand, bank balances and cheques.

The detailed cash flow statement and additional explanations are provided in the consolidated financial statements and in the
section Notes to the cash flow statement in the Notes to the consolidated financial statements.

See page 158 and 241

Analysis of investments

The development of fixed assets, including property, plant and equipment, intangible assets and shareholdings and other
investments, is presented in the section on Net assets in the Management Report. Additional explanatory information is
provided in the Notes to the consolidated financial statements.

Additions to property, plant and equipment

The table below lists the cash investments in intangible assets and capital expenditure in property, plant and equipment. This
indicator does not include financing transactions such as the taking out of loans and finance leases.

Net capex and investments
EUR million 2018 2017 Var. %
Cash gross capex
Hotels & Resorts 240.6 223.0 + 7.9
Cruises 244.6 281.4 - 13.1
Destination 9.5 10.1 - 5.9
Experiences
Holiday Experiences 494.8 514.5 - 3.8
Northern Region 78.9 58.5 + 34.9
Central Region 26.8 22.3 + 20.2
Western Region 46.4 31.0 + 49.7
Markets & Airlines 152.2 111.9 + 36.0
All other segments 146.2 146.1 + 0.1
TUI Group 793.2 772.5 + 2.7
Discontinued operations - 28.6 n. a.
Total 793.2 801.2 - 1.0
Net pre delivery payments on 17.7 202.5 - 91.3
aircraft
Financial investments 164.1 122.6 + 33.8
Divestments - 148.0 - 54.4 - 172.1
Net capex and investments 827.0 1,071.9 - 22.8

Investments in other intangible assets and property, plant and equipment totalled EUR 793.2 m in the period under review, down
- 1.0 % year-on-year.

In the financial year under review, investments mainly related to the acquisition and renovation of Marella Explorer, the
construction of hotels, in particular in Mexico and the Cape Verde Islands, and the acquisition of two hotels in Zanzibar, the
development and launch of Group-wide IT platforms and down payments on ordered aircraft. Investments were also effected for
renovation and maintenance in all areas.

The table below shows a reconciliation of capital expenditure to additions to TUI Group's other intangible assets and
property, plant and equipment.

Reconciliation of capital expenditure
EUR million 2018 2017
Capital expenditure 793.2 801.2
Finance leases 194.0 136.0
Advance payments 163.1 247.8
Additions within assets held for - - 28.6
sale
Other non-cash changes - 4.2 3.5
Additions to other intangible 1,146.1 1,159.9
assets and property, plant and
equipment

Investment obligations

Order commitments

Due to agreements concluded in FY 2018 or in prior years, order commitments for investments totalled EUR 3,883.3 m as at the
balance sheet date; this total includes an amount of EUR 1,092.1 m for scheduled deliveries in FY 2018.

At the balance sheet date, order commitments for aircraft comprised 70 planes (two B-787s and 68 B-737s), to be delivered by
the end of FY 2023. Delivery of 18 B-737-Max aircraft has been scheduled for FY 2019.

More detailed information is provided in the section Other financial liabilities in the Notes to the consolidated financial
statements.

Net financial position

From the H1 2018 interim report onwards, we have adjusted the definition of our net debt. While net debt had previously been
calculated as the balance between current and non-current financial debt on the one hand and cash and cash equivalents on the
other, from now on we also consider short-term interest-bearing investments as deduction items. The majority of these
investments have terms of three to six months. In accordance with IFRS regulations, these investments are not shown in the
consolidated balance sheet as cash and cash equivalents but as current trade receivables and other assets. The adjustment had
no effect on the previous year.

The net liquidity position of the continuing operations decreased by EUR 459.4 m year-on-year to EUR 123.6 m as at 30
September 2018. The year-on-year reduction in the net liquidity position was primarily attributable to the reinvestment of
gains on disposal received last year as well as higher touristic prepayments.

Net financial position
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Financial debt 2,442.9 1,933.1 + 26.4
Cash and cash equivalents 2,548.0 2,516.1 + 1.3
Short-term interest-bearing 18.5 - n. a.
investments
Net cash 123.6 583.0 - 78.8

Non-financial Declaration

pursuant to the CSR Directive Implementation Act

For TUI Group, economic, environmental and social sustainability is a fundamental management principle and a cornerstone of
our strategy for continually enhancing the value of our company and beyond. We recognise that sustainable development is
critical for long term economic success and we aspire to pioneer sustainable tourism across our sector.

In the following section we report on sustainability issues which support better understanding of our business's operations,
context and future development, in line with CSR reporting legislation. In compliance with Section 315b, paragraph 1, clause 3
German Commercial Code (HGB) we also refer to relevant aspects of non-financial disclosure found in other parts of the Group
management report.

Within the framework of our materiality analysis we gained insight into the sustainability risks and opportunities. We did not
identify any non-financial risks as defined by the CSR-RUG. In particular, we report on our risk management system and
principle risks linked with our business activities, business relations and services in our Risk Report from page 40 on.

This non-financial Group statement has been reviewed by the Supervisory Board with regard to aspects of legality, regularity
and relevance. Our reporting covers the United Nations Global Compact principles and we regularly review our activities
against the United Nations Sustainable Development Goals (SDGs). The goals provide a useful framework with which to view our

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -26-

impact and the contributions we make to a better world. We see a special contribution towards seven of the SDGs - knowing
these are also interdependent. A detailed mapping is published in our sustainability report.

Business model

TUI Group's business model as defined in HGB section 289b is outlined from page 28 in the present Annual Report.

Sustainability strategy and implementation

Our 'Better Holidays, Better World' 2015 - 2020 strategy is built around the following core pillars:

· Step lightly, where we commit to operate the most carbon-efficient airlines in Europe and cut the carbon intensity of our
operations by 10 % by 2020.

· Make a difference, where we commit to deliver 10 m 'greener and fairer'* holidays per year by 2020, enabling more local
people to share in the benefits of tourism.

· Lead the way, where we commit to invest EUR 10 m per year by 2020, to support good causes and enhance the positive impacts
of tourism, using the TUI Care Foundation to support this work.

· Care more, where we commit to achieve a colleague engagement score of over 80.

* Measured by the number of customers we take to hotels with credible sustainability certification - defined as those
recognised or approved by the Global Sustainable Tourism Council (GSTC).

Materiality

TUI Group carried out a formal materiality assessment in FY 2018 involving a variety of stakeholder groups. Through a global
stakeholder survey and an impact analysis, the most material aspects were identified and prioritized using recognized
qualitative and quantitative methods. The graph below shows the major areas where TUI's stakeholders would like us to focus
even more commitment and engagement.

For our assessment, we identified the following key stakeholder groups

· Customers

· Employees

· Financial markets

· Media

· Non-Governmental Organisations

· Politics

· Science

· Shareholders

· Suppliers / Business Partners

Findings will now be discussed with senior management and help inform the development of TUI's sustainability strategy for the
next years.

Managing Sustainability

Across TUI Group dedicated and experienced sustainability professionals work in close collaboration with senior management at
Group and at divisional level to help ensure that TUI's business and sustainability strategies are aligned. Our sustainability
colleagues' role is to drive uptake of more sustainable business practices across the TUI Group and along its supply chain,
and to advise the TUI Care Foundation on destination project proposals and implementation. On a regular basis the TUI Group
Executive Committee is updated on our performance against the sustainability strategy and on material issues. Also
sustainability is regularly on the agenda in divisional management boards, platform boards (i. e. hotels and aviation) and in
the risk oversight committee.

As part of TUI's sustainability management approach, the corporate headquarters has been successfully audited against the ISO
14001:2015 environmental standard.

Senior Management from across TUI regularly speak at a range of forums and conferences about the industry's most material
issues and TUI's response to them. Furthermore sustainability is a key issue whenever we collaborate with destination
governments and develop our growth strategy.

Sustainability indices and awards

TUI AG is represented in the sustainability index FTSE4Good and on the Ethibel Investment Register. In 2018 TUI was included
in the RobecoSam Sustainability Yearbook with a 'Silver Class' distinction. TUI participated again in the CDP Climate Change
assessment 2018, results being announced in early 2019.

Throughout the year TUI companies have been recognized by a variety of awards. TUI Cruises was awarded in December 2017 with
the EcoTrophea at the German Travel Association Awards. In January 2018 TUI fly Belgium won the Brussels Airport Environment
Award and in March 2018 TUI fly Germany, TUICruises, TUI Germany, Robinson Club and TUI Magic Life ranked high in a consumer
research within the sustainability dimension undertaken by the Service Value and Focus in Germany.

The environment

Respecting the environment in our products, services and processes is an essential feature of our quality standards. We place
priority on improving carbon and resource efficiency. Conserving natural resources and mitigating negative environmental
impacts are both in the interests of our business as as well as the future success of travel and tourism.

We face additional environmental challenges at a local level. Plastic waste, for example, is having a negative impact on
destinations and ecosystems, especially in the oceans. Fresh water is also likely to become increasingly scarce in the coming
years in some destinations.

Tackling climate change is an urgent global challenge. The goal of the Paris Agreement to limit global warming to below 2°C
above pre-industrial levels is ambitious and requires that every industry makes a timely transition towards an
energy-efficient, lower-carbon future. As a sector leader, TUI has a responsibility to play our part. Carbon emissions are one
of the most significant environmental impacts of tourism. Travel and tourism contribute some 5 % (UNEP 2008) of global carbon
emissions - half of which is attributable to aviation.

Our 'Step lightly' strategy therefore aims to reduce the environmental intensity of our operations and sets clear stretch
targets for improvement across aviation, cruise, hotels, offices, retail shops and ground transport. TUI has implemented
specific carbon reduction initiatives across the business - from airline and cruise efficiency programmes, to retail energy
savings and the reduction of printed brochures.

· Our headline goal: We will operate Europe's most carbon-efficient airlines and reduce the carbon intensity of our
operations by 10 % by 2020 (Baseline year 2014)

Carbon dioxide emissions (CO2)
tons 2018 2017 Var. %
Airlines & Aviation 6,393,342 6,115,492 + 4.5
Cruises 850,335 815,582 + 4.3
Hotels 554,666 507,230 + 9.4
Major premises / shops 26,195 29,511 - 11.2
Ground Transport 16,782 15,388 + 9.1
Scope 3 (Other) 78,852 73,254 + 7.6
Group 7,920,172 7,556,457 + 4.8

In FY 2018, TUI Group's total emissions increased year-on-year in absolute terms, primarly due to growth in its Airline &
Aviation sector. The increase in absolute carbon emissions in Hotels is driven by the expansion of TUI's hotel portfolio.
Carbon emissions in Cruises increased by 4.3 % which was the result of the launch of the new Mein Schiff 1 (operated by TUI
Cruises) and the first full year reporting of Mein Schiff 6.

Emissions from offices and retail shops significantly declined, mainly due to energy efficiency initiatives in the UK and
Germany.

Energy usage by business area
MWh 2018 2017 Var. %
Airlines & Aviation 26,070,988 24,940,489 + 4.5
Cruises 3,227,813 3,077,062 + 4.9
Hotels 1,527,259 1,420,438 + 7.5
Major premises / shops 88,076 91,422 - 3.7
Ground transport 67,283 61,697 + 9.1
Total 30,981,419 29,591,108 + 4.7

Energy usage by business area

As part of TUI's environmental reporting we have included a breakdown of energy usage by business area. Airlines and Aviation
represents more than 84 % of the total energy used.

Climate protection and resource efficiency
by TUI Airlines

We already operate one of Europe's most carbon-efficient airlines and we aim to continuously improve. TUI Airlines'
comparative performance was recognised in November 2017 by the independent climate protection organisation atmosfair, which
ranked TUI Airways and TUI fly Germany #1 and #3 respectively as the most carbon-efficient airlines amongst the 200 largest
airlines worldwide. TUI Airlines have numerous measures in place to further enhance carbon efficiency. We have implemented the
following measures to support our efficiency goals:

· Fleet renewal: TUI took receipt of the first five Boeing 737 Max aircraft in FY 2018 (of 73 total confirmed orders), which
are 14 % more fuel efficient resulting in lower carbon and NOx emissions and have a 40 % smaller noise footprint compared to
previous generation aircraft

· Process optimisation, e. g. single-engine taxing in and out, acceleration altitude reduction and wind uplinks

· Weight reduction, e. g. introduction of carbon brakes and water uplift optimisation

· Flight planning optimisation, e. g. Alternate Distance Optimisation and Minimum Fuel Optimisation

· Implementation of fuel management systems to improve fuel analysis, identify further opportunities and track savings

With efficiency measures and fleet renewal, we expect to continue to make progress over the next few years but acknowledge
that reaching our commitment to reduce our operational carbon intensity by 10 % by 2020 will be a challenge.

TUI's airlines play a pioneering role in introducing environmental management systems based on the internationally recognised
ISO 14001 standard. In the period under review, each of our five tour operator airlines (representing 95 % of our aircraft)
achieved ISO 14001:2015 certification.

The TUI Aviation Environment & Fuel Team is responsible for an alignment of the fuel and environment practices and activities,
integrating them into a single TUI Airlines operating policy, procedures and performance tools. The team drives best practice
in fuel and environment management, providing end-to-end delivery of initiatives and projects in order to deliver the TUI
Group sustainability objectives. Latest developments and updates about the performance are presented to the TUI Aviation Board
regularly so that appropriate measures can be taken.

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -27-

TUI Airlines - Fuel consumption and CO2 emissions
2018 2017 Var. %
Specific fuel l / 100 rpk* 2.65 2.65 - 0.1
consumption
Carbon dioxide t 5,860,431 5,571,719 + 5.2
(CO2) - total
Carbon dioxide kg / 100 rpk* 6.67 6.67 - 0.1
(CO2) -
specific

* rpk=revenue passenger kilometer

TUI Airlines - Carbon intensity
2018 2017 Var. % g CO2e / rpk*
TUI g CO2 / rpk* 66.7 66.7 - 0.1 67.3
Airline
fleet
Corsair g CO2 / rpk* 84.9 84.3 + 0.8 85.8
Internatio
nal
TUI g CO2 / rpk* 63.6 63.4 + 0.2 64.2
Airways
TUI fly g CO2 / rpk* 70.0 71.5 - 2.2 70.7
Belgium
TUI fly g CO2 / rpk* 64.7 63.5 + 1.9 65.4
Germany
TUI fly g CO2 / rpk* 64.0 65.2 - 1.8 64.7
Netherland
s
TUI fly g CO2 / rpk* 58.2 61.3 - 5.3 58.8
Nordic

* rpk=revenue passenger kilometer

We commissioned PwC Netherlands to provide assurance on the carbon intensity metrics displayed in the table 'TUI Airlines -
Carbon Intensity' above. To read our airline carbon data methodology document and PwC's Assurance report in full, please visit
www.tuigroup.com/en-en/sustainability/reporting

Relative carbon emissions across our airlines improved by 0.1 % in the FY 2018. As a scheduled longhaul operator Corsair
International's payload consists of both passengers and cargo. Cargo transportation results in higher fuel burn and carbon
emissions as is reflected in Corsair's carbon intensity performance. TUI fly Germany's carbon efficiency performance
deteriorated due to fleet expansion associated with Air Berlin's insolvency.

To enhance the information content, specific emissions are also shown in the form of CO2 equivalents (CO2e). Apart from carbon
dioxide (CO2), they include the other five greenhouse gases impacting the climate as listed in the Kyoto Protocol: methane
(CH4), nitrous oxide (N2O), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs) and Sulphur hexafluoride (SF6).

Climate protection and resource management
in Cruises

In 2018, TUI Cruises launched the new Mein Schiff 1. The newbuild ships in the fleet save fuel through a combination of the
latest technologies. A smart energy management system, efficient air conditioning, innovative lighting controls and the use of
waste heat from the engines all contribute to a significantly reduced carbon footprint. The International Maritime
Organization (IMO) has defined particularly stringent NOx limit values for ship newbuilds in specified Nitrogen Emission
Control Areas (NECAS) off the North American coast. Equipped with a main engine that is completely compliant with TIER III,
the new Mein Schiff 1 fully meets these criteria.

TUI Cruises Environment Report:
www.tuicruises.com/nachhaltigkeit/umweltbericht/

Sulphur emissions from the newbuilds in the fleet are also up to 99 % lower thanks to new systems that treat exhaust fumes
before releasing them. The ships are fitted with advanced emission purification systems, which operate around the clock
worldwide - not only in the designated special emission control areas of the North and Baltic Seas, the English Channel and
North America but also in the other areas that TUI Cruises travels to, such as the Mediterranean, Orient, Caribbean and
Central America.

In FY 2018, TUI Cruises continued a food waste project supported by the industry initiative Futouris entitled 'Reduction of
food waste on cruise ships'. Using a waste analysis tool and applying various measures onboard led to an overall 17 %
reduction in food waste onboard the ship. These results, including specific proposals relating to measurement of food waste
and best practices, will be made available to the entire cruise sector and are being implemented more widely across the TUI
Cruises fleet.

All Hapag-Lloyd Cruises ships have Tributyltin-free underwater coatings, seawater desalination systems for water treatment
purposes as well as a biological sewage treatment system for wastewater. Waste is separated on board in an
environmentally-friendly manner prior to disposal on land by specialized companies in accordance with international
regulations (MARPOL). Hapag-Lloyd Cruises' expedition vessel MS Bremen is one of the first ships worldwide which has achieved
the 'Polar Ship Certificate', a certificate for navigating in polar regions. To reduce emissions in harbors, the MS Europa 2
has facilities for cold ironing for the energy supply onboard when berthing in respective harbors.

In the FY 2018 Marella Cruises has invested significant time improving its environmental data management systems and
processes. This has helped to drive environmental performance with carbon emissions, fresh water consumption and waste
production per passenger cruise night all improving year on year. The fleet continues to operate as efficiently as possible.
This is achieved through the installation of new equipment on board such as air conditioning plant, and operating single
engine running, or drifting on passage, so that the engines can run at their most efficient speed - all of which cuts energy
demand on board.

Cruises - carbon intensity, fresh water and waste
2018 2017 Var. %
Carbon dioxide 101 108 - 6.5
(CO2) - relative
kg / Cruise
passenger night
Fresh water - 110 162 - 31.9
relative l / Cruise
passenger night
Waste - relative l 12.7 14.7 - 13.6
/ Cruise passenger
night

In FY 2018, relative carbon emissions in Cruises decreased by 6.5 % mainly driven by the on-going re-fleeting programme, more
efficient energy use and technological improvements.

Per cruise passenger night 12.7 litres of waste were measured - a reduction by 13.6 % and 110 litres of fresh water consumed,
a reduction by 31.9 %, due to fleet renewal and enhanced water desalination facilities on board.

Climate protection and resource management
by hotels

Together with our hotel partners we constantly work on improving our sustainability performance. We have found our hotels with
sustainability certifications deliver on average better environmental performance and higher customer satisfaction.

We have included a sustainability clause in contracts with our accommodation suppliers outlining minimum expectations and the
requirement to work towards credible sustainability certification recognised by the Global Sustainable Tourism Council (GSTC).
TUI is supporting its hotel partners by providing guidance and consultancy to enable our hotel partners to prepare for
certification.

TUI hotels were involved in numerous sustainability projects and initiatives in 2018 including the following:

· In time for the 2018 summer season Robinson Club Apulia has installed a large solar panel system with 3,280 solar panels
across a total area of 5,500 square meters. During the four-month construction period, the modern solar system was installed
on various building complexes of the club including the restaurant, workshop and some guest houses. Around 71 % of the
electricity produced will be used for the self-supply of the club and 29 % will be fed into the local power grid.

· TUI Group's largest hotel brand Riu made an important contribution to avoiding plastic waste. The Riu hotels in Spain and
Portugal as well as Cape Verde have been offering compostable straws to their guests since this summer. Likewise, Riu is
planning to incorporate them into its hotels in the Americas as of 2019. This will produce less plastic waste and protect
the environment. The new drinking straws are 100 %biodegradable and also compostable. Several other TUI hotel brands also
took the decision to ban the single-use plastics straws and to offer - if necessary - environmentally friendly straws, i. e.
TUI Blue, TUIMagic Life and Robinson.

· TUI Group developed a programme to identify potential cost savings for energy and water. Through an intensive analysis of
the consumption data as well as an onsite visit with experts in Portugal, on Lanzarote and Menorca, potential savings of
more than 1,700 MWh were identified in three TUI Hotels, and recommended measures are now being implemented.

Hotels - carbon intensity, water* and waste
2018 2017 Var. %
Carbone dioxide (CO2) - 9.45 9.43 + 0.2
relative
kg / guest night
Water - 556 531 + 4.7
relative l / guest night
Waste - 2.2 2.3 - 4.3
relative kg / guest night

* Includes water for domestic, pool and irrigation purposes

Effective waste management aims to conserve resources and reduce environmental impacts and costs through recycling practices.
Our owned and partner hotels implement various measures to reduce waste, for example through a stronger focus on local
procurement and reducing packaging via buying in bulk. Per guest night 2.2 kg of waste were measured in FY 2018.

Water is one of the most precious resources in the world. Beyond measures to control usage, hotels are finding innovative ways
to address fresh water supply problems. For instance, desalination projects can make a big impact in destinations where they
are in operation.

Animal Welfare

TUI audits its suppliers against established animal welfare guidelines. TUI excursions featuring animals must comply with ABTA
guidelines (Global Animal Welfare Guidance for Animals in Tourism). Since 2016 more than 150 independent audits of animal
attractions featured by TUI were conducted. Wherever possible we prefer to work with suppliers on improvement plans, however a
number of venues were taken out of the programme who did not meet the standards.

Social issues and destination collaboration

Tourism can be a powerful force for good - boosting economies, creating jobs and enhancing cultural understanding and

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -28-

tolerance. Through our 'Better Holidays, Better World' strategy we aim to ensure that local communities share the benefits of
tourism and that the environment and human rights are protected along our value chain.

· Our headline goal: We will deliver 10 m 'greener and fairer'* holidays a year by 2020, enabling more local people to share
in the benefits of tourism

* Measured by the number of customers we take to hotels with credible sustainability certification - defined as those
recognised or approved by the Global Sustainable Tourism Council (GSTC).

Greener and fairer holidays

One of our key areas of focus is the hotel - the largest component of the holiday experience. Our expectation of hotels that
work with us is that they will commit to social and environmental good practice.

Certification is central to our commitment to offer 'greener and fairer' holidays. It is a credible way of showing whether our
hotels go further than others when it comes to social and environmental issues. We encourage our hotels to aim for
certification that is GSTC (Global Sustainable Tourism Council) recognised and we are strong supporters of the certification
programme Travelife.

We also have a set of exclusive TUI Collection excursions that have been developed by TUI and tailored to give customers a
true taste of the destination. Each excursion must meet specific criteria for sustainability, showing that it is bringing
benefit to local people and minimising its impact on the environment.

Greener and fairer holidays
2018 2017 Var. %
Number of customers (millions) 9.2 8.3 + 11.9
staying at certified hotels 1
Number of contracted hotels with 1,520 1,356 + 12.1
certifications 1
% of TUI Hotels with certifications 78 76 + 2 2
1
Number of TUI Collection excursions 1,177,095 1,024,000 + 15.0

1 Hotels that are certified to a GSTC-recognised certification

2 Variance is given in percentage points

In FY 2018, the number of customers staying in a hotel which is certified according to a GSTC-recognised standard increased by
11.9 % to 9.2 million. This increase reflects improved and adjusted reporting processes, as well as the increase in the number
of accommodation suppliers who achieved certification to GSTC-recognised standards, by 12.1 % to 1,520 hotels. The number
stated in FY 2017 was updated for a like to like comparison which resulted in an increase from 1,220 hotels to 1,356 hotels.
Our customers went on 1,177,095 TUI Collection excursions in FY 2018, up 15 % on 2017.

Customer demand

Embedding sustainability into our brand and raising customer awareness are key priorities. We want to stimulate demand for
more sustainable holidays by showing customers how these contribute to a better holiday experience and highlighting the role
they can play in creating positive change.

Our consumer research from 2017 showed a significant increase in customer demand for holiday companies to manage their
sustainability impacts and to provide more sustainable holiday products. This aligns with our Better Holidays, Better World
strategy and spurs on efforts to communicate proactively with customers on sustainability throughout the holiday journey.

· 57 % would book more environmentally responsible holidays if they were more readily available (up from 40 % in 2012)

· 53 % have a better image of holiday companies that actively invest in environmental and social initiatives (up from 39 %
in 2012)

· 68 % are prepared to make lifestyle changes to benefit the environment (up from 60 % in 2012)

Access for all

We aim to provide as many people as possible with accessible holidays, and to pioneer development of new products and
processes that enhance the ease and comfort of travel.

In 2018 we continued to assess the services we offer to ensure we are in line with the requirements of the new EU Package
Travel Directive 2015 on accessible travel, that was implemented on 1 July 2018. We will continue to focus on improving the
information available to customers to ease their holiday booking experience.

Dialogue

Stakeholders in destinations have a significant role to play in sustainable tourism management. We work closely with
communities, local and national governments, non-governmental organisations and trade associations to support the sustainable
management of destinations.

The lab of tomorrow

The tourism industry is a major part of Egypt's economy. In the 'lab of tomorrow', a joint initiative with the German
development organisation GIZ, TUI - with the support of the TUI Care Foundation - is tackling the challenges of lack of
appropriately skilled personnel and vocational training opportunities, as well as the low participation of women in the labour
force. During 2018 we worked with the project's public and private partners to develop solutions for these problems,
researching, co-creating and piloting new business models on a small scale in Egypt to prove the concepts. Issues being
examined include development of hotel management skills and improving technical and vocational education for young people in
the tourism sector to improve quality standards.

Leading the way

The TUI Care Foundation is the main channel to fulfil our ambition to support good causes and enhance the positive impacts of
tourism.

Read more about TUI Care Foundation on www.tuicarefoundation.com

· Our headline goal: We will invest EUR 10 m per year by 2020, to support good causes and enhance the positive impacts of
tourism, using the TUI Care Foundation to support this work

Investments into projects and good causes
EUR million 2018 2017 Var. %
Amount raised for 7.8 7.3 + 6.8
research / good causes

The amount raised for sustainability projects and good causes reached 7.8 million in FY 2018, an increase by 6.8 %.

TUI Care Foundation was adopted as our Group corporate foundation in 2016 to unite our project activities. The TUI Care
Foundation is an independent charitable foundation, with a majority of non-TUI trustees. TUI Care Foundation builds on the
potential of tourism as a force for good by supporting and initiating partnerships and projects that create new opportunities
for the young generation and contribute to thriving destinations all over the world.

The Foundation's 'Caring for a Better World' strategic framework has three fields of engagement - empowering young people,
protecting the natural environment and helping communities thrive. Examples include:

· The Foundation is helping to empower young people through the TUI ACADEMY programme in the Dominican Republic, Zanzibar
and Vietnam, where disadvantaged youth are given education and vocational training opportunities.

· The TUI TURTLE AID programme aims to save one million sea turtles by 2020 through innovative research and protection
methods. Projects are supported with local organisations in Cape Verde, Turkey and Greece.

· Through the TUI CARES programme, the Foundation is driving local sourcing, creating cultural experiences for holidaymakers
and enhancing entrepreneurship opportunities in holiday destinations such as Crete, Lanzarote and Andalucía.

Human Rights

TUI Group respects all internationally proclaimed human rights as specified in the International Bill of Human Rights and
expects the same of our suppliers and business partners. Modern slavery and its components of forced labour and human
trafficking are of particular concern given their egregious nature and increasing prevalence.

Modern Slavery Act Statement on
http://www.tuigroup.com/en-en/sustainability/msa

In accordance with applicable law, conventions and regulation TUI is committed to respecting human rights throughout its
worldwide operations. We have a number of policies and initiatives in place to monitor, identify, mitigate and prevent human
rights impacts in line with the UN Guiding Principles on Business and Human Rights, and will take remedial action where
necessary.

In September 2014, TUI signed up to the UN Global Compact, committing the Group to 10 universally accepted principles in the
areas of human rights, labour, environment and anticorruption. In 2012, TUI signed the UN World Tourism Organisation's (UNWTO)
Global Code of Ethics- further underlining our commitment to respecting human rights.

We have a working group on human rights, drawing on senior management from major departments across our business to help with
the continuous process of analysing potential human rights risks. We also sit on the Boards of the Global Sustainable Tourism
Council (GSTC) and Travelife, both of which are addressing these issues through sustainability certification standards.

TUI Group has a number of policies and procurement processes in place focused on the prevention of human rights violations and
modern slavery.

· The Employee Code of Conduct commits us to respect and observe human rights. TUI Group employees are also encouraged to
report any wrongdoing to the 'Speak Up' Line.

· The Supplier Code of Conduct sets out the minimum standards we expect from suppliers. The code includes guidance on human
rights and labour laws, bribery and corruption, environmental impacts and support for local communities.

· We have incorporated environmental and social requirements into contracts for our accommodation suppliers as well as other
areas of procurement.

We require our hotel suppliers to implement credible sustainability 3rd party certifications recognised or approved by the
Global Sustainable Tourism Council (GSTC). Schemes approved and / or recognised by GSTC mandate the highest standards of human
rights, child protection and social welfare in the tourism industry. The number of TUI customers staying in a hotel certified
to a GSTC-recognised standard grew to 9.2 million and the number of hotels with certification grew to 1,520.

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -29-

A key focus is raising awareness of human rights across our business. In 2018 we continued to roll out bespoke training
sessions and material on modern slavery, including a modern slavery video.

Over 4,600 TUI Destination Experiences colleagues completed child protection training in 2018. An e-learning module on modern
slavery was developed and cascaded by Destination Experiences in 2018 and over 82 % of customer-facing colleagues have
completed it. Airline crew in the UK and Nordics receive Vulnerable Children & Trafficking Training during their inductions,
where they learn about how to spot trafficking and what to do. Other TUI airlines are in the process of rolling out similar
trainings.

TUI Group supports a number of projects and partnerships to protect human rights in our destinations. We raise awareness of
modern slavery at TUI hotel partner conferences and support Travelife with road shows. We co-organised hotelier seminars in
Thailand with Travelife in April 2018 to discuss modern slavery and influence more hotels to reach sustainability
certification standards.

TUI Care Foundation supports a number of projects which protect human rights. In 2018 the Foundation expanded the TUI Academy
programme by launching one in Hue, Vietnam. The project is providing education and training to help young vulnerable street
workers improve their lives, including providing 350 young people with vocational training. Some 180 street workers will take
part in hospitality training in a social enterprise training restaurant being set up in Hue city.

Our employees

Qualified and engaged employees are a major prerequisite for TUI's long-term success as a leading tourism company. Seeking to
recruit, develop and retain the best talents, we therefore adopted a sustainable HR strategy in 2016 designed to make us 'The
best company to work for'. It consists of five core strategic areas: Engagement, Leadership, People Development,
Organisational Effectiveness and HR Function Development. Within these areas, we have launched 15 strategic projects in total,
pursuing them further in the period under review. Thereby we also aim to embed our vision 'Think Travel. Think TUI.' and our
corporate values 'Trusted', 'Unique' and 'Inspiring' further in our employees' day-to-day activities.

The Supervisory Board and management are regularly briefed about the implementation status of our HR strategy and the
strategic projects. In the completed financial year, we continued to establish an efficient project reporting process, and we
intend to build on this further. Beyond that, the definition of KPIs as a control tool will enable us to measure the progress
of projects and to depict their sustainability more comprehensively.

Digital transformation is increasingly important for TUI. On the one hand, the provision of products and services to meet our
customers' needs and preferences changes. On the other hand, digitisation also creates technical, cultural and organisational
challenges for our employees. Economic and social interdependencies are becoming more complex and technological networks more
extensive. At the same time, this development also creates the opportunity for our employees to structure their working and
private lifes in a manner more in line with their needs. TUI and the Group Works Council are seeking to actively address these
requirements and the permanent change taking place in the world of work so as to shape the future together. The policy paper
'newWork@TUI', agreed this year, provides the necessary framework and milestones for the journey through digital
transformation.

In order to support our goal to become more digital in HR, we have launched the Group-wide HR cloud solution TUI People. It
will support us in our employee recruitment, performance reviews, development and retention activities in the long term. Thus,
TUI People makes an essential contribution to securing our Company's competitiveness and the personal development of our
employees. In October 2017, we successfully launched the first out of a total of five modules, 'Performance & Talent
Management', as a pilot project in seven German Group companies. With the start of the new financial year, this module will be
rolled out in additional source markets and other German Group companies to support the Group-wide 'Great Place to Grow'
process. The other modules will be successively implemented in 2019.

Care More

We are seeking to be an attractive employer encouraging employees to engage with passion and personality. With 'Care more',
the fourth pillar of our 'Better Holidays, Better World' initiative, our employees are an integral and crucial part of our
sustainability strategy. After all, they make TUI the number one in the tourism sector and their satisfaction, engagement and
personal development are a key prerequisite for our sustained success. Our goal is to achieve a colleague engagement score of
over 80 by 2020 in order to be among the Top 25 global companies. This goal also forms the framework for the implementation of
our strategic HR projects.

HR strategy projects

TUIgether employee survey

TUIgether is TUI's employee survey, operated in partnership with an independent employee engagement research institute. Now
well-established after 3 annual survey cycles from 2015 onward, this year taking account of leadership and employee feedback,
a decision was made to hold a Pulse survey.

The Pulse survey was positioned as an interim 'health check' of engagement, providing leaders and teams across the Group a
longer timeframe to implement and embed initiatives identified from 2017's annual survey results. Survey participation scope
and results reporting to team level were unchanged, yet a shorter questionnaire was adopted. A further annual survey is
planned in 2019, utilising the full question set, when teams and businesses across TUI will be able to assess the impact of
their 2017 initiatives in depth.

The Pulse survey focused on our priority topics of Engagement, TUI's VIBE leadership model - Vision, Inspire, Build Teams,
Execute - and three questions assessing follow up process effectiveness.

Increasing digitisation is a common objective across TUI, and to align with that goal, an App, enabling participants to
complete the survey via mobile phone or tablet, was trialled in specific populations this year. The App functionality also
permits managers to download their team's results report directly to their mobile phone or tablet if they wish. This is a
great benefit, particularly for those managers with geographically dispersed teams who spend significant time travelling.

The TUI Group Engagement Index is 76 in 2018, 2 percentage points above our research institute's Global norm. Compared to the
score of 77 in 2017, it slightly decreased by 1. The overall VIBE leadership index was also stable with 72 compared to 73 in
2017. Furthermore, the sub-indices results of the 4 VIBE pillars have helped our senior leaders to identify appropriate focus
areas for the year ahead.

With a participation rate of 75 % we almost achieved our goal of an 80 % response rate.

Clear and transparent results communications and an active involvement in follow up processes at all levels, underpin the
TUIgether survey philosophy. There are many ways we deliver on these principles. The results and follow up phase starts with a
presentation of the TUI Group overall results to the Group Executive Committee. There is also a clear expectation towards the
leaders at all levels to share the results with their own teams and co-create action plans based on the findings.

The inclusion of TUIgether on the Senior Leadership Team conference agenda also demonstrates the level of importance the Group
Executive Committee places on TUIgether. Regular follow up at senior leadership meetings ensures momentum progressing
initiatives is maintained throughout the year. The Supervisory Board also receives results presentations and updates over the
course of the year. All these measures combine to set an appropriate leadership focus on maximising benefit from the survey as
a tool to help improve business performance and employee engagement.

Furthermore, the TUIgether results are communicated to our employees via different channels. The team results are communicated
to the managers who share and discuss these together with their employees in workshops. The overall results are also
published in our group intranet. In the course of the already established 'TUIgether chats', employees have the possibility
to discuss with and raise questions directly to Board members. A new initiative is 'TUIgether Heroes'. This campaign aims at
raising awareness of specific actions taken at local business level and sharing best practices.

Our sustained commitment to TUIgether and delivering a transparent and comprehensive range of follow up activity has now
established our employee survey as the principle instrument for receiving feedback and supporting continuous business
improvement across TUI.

Employer branding

By creating a uniform employer brand, TUI is seeking to position and establish itself as an attractive employer. The overall
goal of our HR strategy, 'The best company to work for', provided the framework for developing and launching an employer
branding campaign. With this campaign, we aim to attract and recruit the best talents. Our transformation into a more digital
company characterised by stronger networking and integration, is reflected in the campaign by the active use of different
digital channels and our homogeneous approach to job advertisements. Having been implemented in Germany in the prior financial
year, the campaign was rolled out to other regions such as Western Region and TUI Destination Experiences in the period under
review. It will shortly be extended to further countries.

oneShare

OneShare is another strategic project aimed at increasing employee engagement and loyalty. Participation in this programme

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -30-

offers employees around the world the opportunity to subscribe to shares from a joint employee share programme in the long
term. The goal is to offer them an attractive investment opportunity while strengthening their identification with TUI.
OneShare, launched in 2017 with a total of 18 countries, was successfully rolled out to six additional countries in the
reporting period. In addition, the new 'Golden Shares' were offered for the first time in 2018. Every participant received 12
additional shares on top of their investment, regardless of the amount invested. In 2018, the rate of participation was 14.1
%, significantly exceeding the target of 10 %. This result reflects the high attractiveness of the offer for our employees.

People Development

Our success depends on qualified and engaged employees. People Development is therefore one of the key elements of TUI's HR
strategy. Within this area, we have launched a number of projects and programmes to develop specialists and executives in
anticipation of future needs, increase diversity within the workforce and promote different career paths.

Great Place to Grow

A key milestone in People Development was the Group-wide establishment of the global performance and talent management
approach 'Great Place to Grow', supported by the IT platform TUI People.

'Great Place to Grow' is a three-stage, structured dialogue process between managers and their employees. The first step is
the annual planning process of individual goals and development opportunities for the new financial year. The mid- and the
year-end dialogue serve to review the individual progress towards the goals and the employee's current development. The
dialogue focuses on the respective tasks and objectives, individual potentials and the implementation of TUI's values in the
employee's day-to-day activities. Due to clear guidelines and definitions, 'Great Place to Grow' secures a uniform
understanding of performance, potential and development perspectives, greater transparency and visibility of high potentials,
and selective succession management.

The 'Great Place to Grow' annual cycle also includes the implementation of 'Talent Calibration Panels'. Within these,
Executives and HR validate and calibrate jointly the performance and potential assessments of employees in their areas. The
results achieved for each area also form the basis for the creation of a succession plan.

Learning@TUI

TUI sees itself as a learning organisation. We provide regular training and learning sessions to offer our employees personal
and technical development opportunities and prepare them for future tasks thoroughly. In order to enhance the dialogue between
the companies and segments within TUI and to encourage people to learn from one another and with each other, we carried out a
Group-wide Learning Week 'newWork@TUI - TUI as a Learning Organisation' in the established format. One of the key topics was
digital transformation, which becomes increasingly important in the field of learning. Apart from numerous e-learnings and
online training sessions, we also operate our TUI Academies, which offer online training programmes for selected areas. In
addition to this, we provide individual, digital learning opportunities at the local level, e. g. online libraries and digital
learning hubs.

In the new financial year, we will also launch the TUI People learning module. With this common platform based on
state-of-the-art technology, 'anytime, anywhere' access and high-quality personalised, innovative and intuitive learning
programmes, we are aiming to optimally qualify our employees and comprehensively support them in exercising their tasks.
Moreover, the joint use of learning schemes delivers synergies and ensures compliance with specific legal requirements within
the World of TUI.

Succession Planning & Talent Management

Foreseeing succession planning is essential for the success of our Company. In order to secure succession for critical
business functions and key roles in line with the respective demands, a specific succession plan for the top management levels
was adopted this year. It sets out short-, medium- and long-term succession so that appropriate resources are available at any
time if necessary. The status of succession planning is regularly reported to the Supervisory Board.

In order to secure and build a pipeline of specialist and leadership talent, TUI operates a number of programmes including the
Group-wide 'International Graduate Leadership Programme' as well as already established global programmes like 'Global High
Performance Leadership', 'Perspectives' and 'Horizons'. In addition, a variety of measures are implemented at local level to
develop expert and managerial skills.

International careers / Global 360

TUI aims to foster international careers and promote employee mobility within the Group. Therefore, the 'Global 60' programme
was initiated in 2016. Interested employees are given the opportunity to make their next career move in another country to
gain international work experience, benefit from immersion in another culture and learn about TUI Group from a different
perspective. The programme also aims to encourage managers to look beyond their own market when recruiting talents.

At the 'Global 60 Conference' held at the end of 2017, the participants of the first 'Global 60' programme year met Executive
Board members to discuss the pros and cons of international careers and to formulate recommendations for future programme
development and ways to translate it into 'business as usual'. One result of the conference was that the programme was renamed
'Global 360'. The new name reflects TUI's internationality and 360-degree view of international careers at all levels and in
all functions of the organisation. It also reflects the diverse impacts of the project on culture, operations as well as on
the exchange of experience between the source markets and different functions. Thus, the initiative also drives cultural
change at TUI towards a more globalised world of work.

In the period under review, 44 employees agreed to participate in 'Global 360' to gain new professional, personal and cultural
experiences.

Diversity@TUI

Group-wide, the proportion of women in the overall headcount reduced slightly from 56.6 % to 55.7 %. The main focus of our
Diversity activities is to increase the proportion of women in managerial functions. The women's share of managerial functions
has continued to develop positively from 34.1 % to 34.5 %.

The proportion of women on our German supervisory bodies also continued to rise in the period under review. On 30 September
2018, women accounted overall for almost 42 % of members, up by around 2 percentage points year-on-year.

In Germany, advantage was taken of the self-commitment mechanism provided for under the German Stock Corporation Act (AktG)
and the Act on Limited Liability Companies (GmbHG) to fix specific targets for TUI AG, TUI Deutschland and TUI fly in FY 2015.
In the period under review, nearly all targets were achieved. For 2020, targets were fixed for these companies under the
self-commitment mechanism. Regular reports on the status quo are presented to the Executive Board.

See Declaration on Corporate Governance and Corporate Governance Report on page 112

TUI initiated measures aimed at increasing the number of women in leadership functions in the long term. These include
incorporating at least one woman in the short list for new roles or replacements within the Senior Leadership Team.

Proportion of women in managerial positions
in % 30 Sep 2018 30 Sep 2017 Target 2020
TUI AG
Supervisory Board 35 35 30
Executive Board 2 women 1 woman at least 1 woman
First management 24 18 20
level below Executive
Board
Second management 24 24 30
level below Executive
Board
TUI Deutschland
Supervisory Board 56 50 30
Executive Board 20 25 25
First management 28 36 30
level below Executive
Board
Second management 48 39 40
level below Executive
Board
TUI fly
Supervisory Board 33 33 30
Executive Board 0 0 20
First management 25 43 30
level below Executive
Board
Second management 42 42 40
level below Executive
Board

A further focus is on reconciliation of family and work life. TUI offers its employees a number of attractive schemes to
reconcile the demands on their professional and private lives. These include flexible working time models such as flexitime,
part-time work, sabbaticals but also mobile working. We furthermore support our employees when they are caring for children or
other family members. All of TUI's activities in this field are in line with local requirements and circumstances.

Employee indicators

In the period under review, TUI Group's total headcount grew by 4.5 %, above all due to the acquisition of Destination
Management from Hotelbeds Group.

Personnel by segment
30 Sep 2018 30 Sep 2017 restated Var. %
Hotels & Resorts 27,643 26,313 + 5.1
Cruises* 328 316 + 3.8
Destination 8,469 5,412 + 56.5
Experiences
Holiday Experiences 36,440 32,041 + 13.7
Northern Region 12,513 14,196 - 11.9
Central Region 10,389 10,276 + 1.1
Western Region 6,595 6,523 + 1.1
Markets & Airlines 29,497 30,995 - 4.8
All other segments 3,609 3,541 + 1.9
TUI Group 69,546 66,577 + 4.5

* Excludes TUI Cruises (JV) employees. Cruises employees are primarily hired by external crew management agencies.

Hotels & Resorts

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -31-

Due to the continued growth strategy in Hotels & Resorts, the headcount rose by 5.1 % to 27,643 employees. The launch of new
hotel resorts and the inclusion of additional destinations resulted in staff increases. Riu Group reported a slight increase
in its headcount by 2.0 % to 12,336. While new hotels were opened, for instance in Tanzania, a number of hotels were closed in
the Dominican Republic and St Martin. The number of employees working for Robinson grew by 1.5 % to 3,945, wheras Other Hotels
rose to 1,536. This was primarily due to the continued expansion of the TUI Blue brand. The number of employees working for
Northern Hotels increased slightly by 2.4 % to 9,826.

Cruises

The headcount in the Cruises segment grew by 3.8 % year-on-year to 328. The increase was primarily attributable to the
newbuild projects in the expedition cruise segment and a slight build-up in staff numbers working for Marella Cruises.

TUI Destination Experiences

The Destination Experiences segment reported a headcount growth of 56.5 % to 8,469 compared to the previous financial year.
The increase was primarily attributable to the acquisition of Destination Management from Hotelbeds Group. Staff numbers also
rose due to the organisational transfer of employees from the UK.

Northern Region

Northern Region recorded a decline in its headcount of 11.9 % to 12,513 in the period under review. It mainly resulted from
the organisational transfer of employees from the UK to TUI Destination Experiences.

Central Region

The headcount in Central Region was almost flat year-on-year at 10,389 as at the balance sheet date. In Germany and Austria,
staffing numbers remained more or less constant. Switzerland reported a slight increase in its headcount to 509 employees. Due
to the opening of new shops, staff numbers rose, in particular in Poland, which recorded an increase to 671 employees.

Western Region

Compared to the previous financial year, the headcount in Western Region grew by 1.1 % to 6,595. Staffing numbers rose in the
Netherland airline and Belgium airline. On the other hand, the number of employees working in France decreased.

All Other segments

At 3,609 employees, the headcount in the category All Other Segments was nearly flat year-on-year. The number of employees
working for the Corporate Centre rose by 9.3 % to 317, above all as new functions were built up. The number of employees
working for Head Office functions in the UK grew by 4.5 % to 299. Due to organisational changes in India, Future Markets
reduced its headcount by 21.1 % to 359.

Personnel by region*
30 Sep 2018 30 Sep 2017 Var. %
Germany 10,345 10,274 + 0.7
Great Britain 11,770 13,354 - 11.9
Spain 9,952 9,607 + 3.6
Other EU 22,594 20,911 + 8.0
North and South America 5,005 4,535 + 10.4
Other regions 9,880 7,896 + 25.1
TUI Group 69,546 66,577 + 4.5

* By domicile of company

At 79 %, the majority of our employees are employed in Europe. The reported decline of employees in Great Britain to 17 % is
mainly attributable to an organisational transfer of employees to TUI Destination Experiences. The number of employees working
in Germany amounted to around 15 %, followed by Spain with around 14 %.

Due to the acquisition of Destination Management from Hotelbeds Group, TUI operates in 11 additional countries. This
particularly explains the increase of employees outside Europe.

Other employee indicators
TUI Group Germany
in % 30 Sep 2018 30 Sep 2017 30 Sep 2018 30 Sep 2017
Employment
structure
Number of 69,546 66,577 10,345 10,274
employees
Employees, 55.7 56.6 68.4 68.4
female
Females in 34.5 34.1 35.4 33.9
managerial
positions
Employees in 16.4 17.3 38.8 37.9
part-time, total
Employees in 25.6 26.2 49.1 47.8
part-time,
female
Employees, 28.4 30.0 12.7 14.2
fixed-term
employment
contract
Age structure
Employees up to 4.8 5.1 2.8 3.1
20 years
Employees 21 - 29.3 30.1 19.6 20.1
30 years
Employees 31 - 26.6 26.4 22.3 22.9
40 years
Employees 41 - 23.8 23.7 30.1 30.8
50 years
Employees more 15.5 14.7 25.2 23.1
than 50 years
Company
affiliation
up to 5 years 55.7 54.0 34.1 33.6
6 - 10 years 13.9 14.9 11.7 12.8
11 - 20 years 20.4 20.8 30.2 30.8
21 - 30 years 8.0 8.3 19.1 17.9
more than 30 2.0 2.0 4.9 4.9
years
Vocational
training in
Germany
Number of - - 565 571
trainees
Trainees, female - - 77.5 79.0
Training rate - - 5.5 5.6
Number of - - 190 193
trainees gained
certification in
finanical year
Hiring rate - - 71.6 73.1

Personnel costs
EUR million 2018 2017 Var. %
Wages and salaries 1,982.3 1,896.4 + 4.5
Social security contributions 299.7 293.0 + 2.3
Pension costs 154.3 167.6 - 7.9
Total 2,436.3 2,357.0 + 3.4

The pay package offered by TUI Group is made up of various components, reflecting the framework conditions in different
countries and companies. It also reflects the appropriateness of remuneration and customary market rates. Depending on the
function concerned, a fixed basic salary may go hand in hand with variable components. TUI Group uses these variable factors
to honour individual performance and to enable employees to participate in the Company's strategic and long-term success.
Moreover, senior management have share options and are thus able to benefit directly when the Company grows in value.

In the period under review, TUI Group's personnel costs increased by 3.4 % to EUR 2,436 m. The year-on-year increase in
expenses for wages and salaries was mainly attributable to higher staff numbers in operating areas as well as pay rises.

Other HR areas

Pension schemes

Many TUI Group companies offer their employees pension schemes in the form of direct insurance contracts and individual or
direct commitments to build up a private pension, or they pay additional contributions to pension schemes for their employees.
In Germany, collective contracts have been concluded in order to meet the legal entitlement to deferred compensation. These
schemes were devised to take advantage of fiscal and social security opportunities, particularly for employee-funded company
pension schemes through direct insurance.

Part-time early retirement

To further increase the flexibility of their company HR and succession planning, Group companies in Germany are able to make
use of the opportunities provided under the German Part-Time Early Retirement Act, enabling people to shift gradually from
employment to retirement. This opportunity is partly supported by current collective bargaining contracts and company
agreements, and is increasingly being taken up. At the balance sheet date, EUR 9.4 m was provided through a capital investment
model for the 227 employees working under part-time early retirement contracts in order to hedge their accrued assets against
employer insolvency.

Global Employment Statement

A further milestone achieved during the period under review was the resolution to publish a Global Employment Statement. It is
aimed at fair and respectful treatment of employees at all levels and compliance with applicable law and industrial standards.
Our TUI Global Employment Statement aims to make a Group-wide commitment to promote human rights, no discrimination, no forced
labor, no child labour, salaries and benefits, freedom of association and collective bargaining, health and safety, diversity
as well as people development and feedback culture. This commitment should be applied both to our own employees and those of
our contractual partners.

Employee representatives

TUI Group has a large number of co-determination bodies at a national and international, company and supra-company level. They
include local works councils, company works councils and the Group Works Council. The members of these bodies represent the
interests of our Group's employees in Germany. Through their statutory rights of participation and initiative, they ensure
representation of the interests of employees on all issues and projects of relevance to staff members and compliance with
employee rights.

The Group Works Council is the top-level body for representing the interests of employees in German companies in accordance
with legislation on industrial relations. In FY 2018, it consisted of 28 members from 21 companies. By delegating their
representatives to the Group Works Council, the respective bodies obtain continuous and up-to-date information about
structural and operational challenges within the Group. Due to their co-determination activities and their active
participation in response to the needs and issues that call for action, they have a high penetration rate among the Group's
employees. In this context, both the Group Works Council and the local works councils in Germany have made an important
contribution to the implementation of the HR strategy through the conclusion of accompanying works council agreements.

A key project was the conclusion of an agreement on the launch of long-term worktime accounts for German Group companies. This
has laid the basis for employees to take up options for paid time off later in their career in the form, for example, of early

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -32-

retirement or a sabbatical. The next step is to implement the model.

At a European level, TUI's Europe Forum ensures a proper process of information and consultation on cross-border issues
affecting the interests of employees in at least two member states of the European Economic Area (and Switzerland). TUI's
Europe Forum represents the interests of employees in companies abroad, thereby performing important work in supporting the
companies and integrating their employees. In FY 2018, 45 employee representatives from 14 countries were delegated to the
Forum. The area of focus of the TEF in the period under review included the establishment of a cross-border Group Occupational
Health Management system and various strategic projects in European countries.

Security, Health & Safety

In the reporting period, TUI AG's Group Security, Health & Safety (Group SHS) team continued to refine our holistic,
Group-wide safety concept for customers and employees, the Company's reputation and assets. Dialogue on a regular basis with
our subsidiaries and Group departments provides the basis for professional safety management in line with needs and
requirements. Group SHS focuses on pro-active and sustainable action. It continually monitors and analyses developments in the
destinations, prepares response measures and manages exceptional situations. In conjunction with subsequent follow-up measures
(lessons learnt and process adjustments), this cycle is implemented as a continuous, interconnected process.

The period under review saw the development and implementation of standardised, Group-wide frameworks such as guidelines,
operational instructions and processes. They ensure fast and pertinent responses to safety-critical events and pro-active
protection from risks.

Examples include guidelines for safety measures within Hotels & Resorts, for business travel or for event and crisis
management. These frameworks are based on a holistic risk analysis, taking account of incidents, nature-related, social and
political developments in destinations, health-related information and safety-relevant briefings from government agencies.
They form the basis for advice provided by Group SHS, e. g. in the form of safety training, consulting, defined actions or
planning documents.

The frameworks are applicable group-wide. Shareholdings in which management control does not lie with TUI AG, are advised to
implement the frameworks. On this basis, security and safety functions across the Group cooperate within a network coordinated
by Group SHS. This ensures full Group coverage and a coordinated approach on safety-related issues tailored to the needs of
the activities concerned.

Implementation of these safety standards is ensured by regular trips to destinations and to our Hotels & Resorts for the
purposes of consultancy and evaluation. In the period under review, Group SHS carried out fifteen evaluation visits to various
destinations. Apart from obtaining local insights into the safety standards of our hotels, this dialogue with hotel managers
and with representatives of both TUI Destination Experiences and safety and tourism authorities provides an overview of the
destination concerned and the challenges it poses to TUI as an integrated travel group. Reporting to management creates the
opportunity to initiate and orchestrate further measures.

In the reporting period, numerous audits embedded in the quality assurance process were carried out. Apart from safety audits,
Group SHS launched around 5,400 safety and security audits.

In addition to this consultancy work, particular weight is attached to professional development and awareness-building for our
own staff. Travel agency and airport station staff received additional safety and security advice tailored to their specific
areas of activity.

TUI AG operates a Group-wide event and crisis management system. It was successfully applied, for instance, in connection with
tropical storms, earthquakes and wildfires as well as health-relevant events. Apart from aggregating data and analysing the
local situation, our event management frameworks ascertain how guests and employees are affected and what support they need,
as well as coordinating with local public agencies, European bodies and other partners. 24 / 7 control centres form the basis
for fast and pertinent responses to critical events. Appropriate reporting ensures that management is informed and continually
updated on all key events and developments.

Compliance / Anti-corruption and anti-bribery

Details of TUI Group's anti-corruption and anti-bribery measures are presented in the Corporate Governance section on
Compliance from page 125 in the present Annual Report.

Annual financial
statements of TUI AG

Condensed version according to German Commercial Code (HGB)

Earnings position of TUI AG

The annual financial statements of TUI AG were prepared in accordance with the provisions of the German Commercial Code
(HGB), taking account of the complementary provisions of the German Stock Corporation Act (AktG), and audited by Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, Hanover. They are published in the federal gazette. The annual financial statements have
been made permanently available on the Internet at
www.tuigroup.com and can be requested in print from TUI AG.

In the present Annual Report, the Management Report of TUI AG has been combined with the Management Report of TUI Group.

Income statement of TUI AG
EUR million 2018 2017 Var. %
Turnover 122.7 45.4 + 170.3
Other operating income 326.4 392.6 - 16.9
Cost of materials 7.7 7.6 + 1.3
Personnel costs 67.9 49.9 + 36.1
Depreciation 1.3 1.0 + 30.0
Other operating expenses 349.3 500.4 - 30.2
Net income from investments 1,010.0 933.3 + 8.2
Write-downs of investments 128.8 58.1 + 121.7
Net interest 5.2 8.7 - 40.2
Taxes on income - 67.2 15.7 n. a.
and profit
Profit after taxes 976.5 747.3 + 30.7
Other taxes - 6.9 5.6 n. a.
Net profit for the year 983.4 741.7 + 32.6

The earnings position of TUI AG, the Group's parent company, is primarily determined by the appropriation of profits by its
Group companies, either directly associated with TUI AG via profit and loss transfer agreements or distributing their profits
to TUI AG based on relevant resolutions.

Turnover and other operating income

The increase in turnover in the financial year under review mainly resulted from higher licensing revenue due to the launch of
a changed licensing fee model. The decline in other operating income was primarily attributable to a year-on-year decline in
gains on exchange. This income was offset by expenses for exchange losses of a similar amount, carried in other operating
expenses. Apart from the gains on exchange, other operating income primarily included income from the elimination of
intercompany services, carried alongside expenses of almost the same amount passed on to TUI AG from other Group companies,
also carried in other operating expenses.

Expenses

Personnel costs rose versus FY 2017. Pension expenses increased primarily due to transfers to pension provisions. The increase
in personnel costs was driven in particular by bonus payments and share options from multi-year remuneration models for
members of the boards.

Other operating expenses mainly comprised the cost of financial and monetary transactions, charges, fees, services, transfers
to impairments, other administrative costs as well as expenses for exchange losses and the intercompany elimination of
services. Other operating expenses declined in particular due to the decreasein expenses for exchange losses.

Net income from investments

In the financial year under review, TUI AG's net income from investments was driven by the distribution of profits by TUI
Cruises GmbH and by TUI Travel Holdings via TUI Travel Ltd. in the context with the acquisition of TUI Nordics Holding AB. Net
income from investments also included income from profit transfers from hotel companies and companies allocable to central
operations. It also comprised expenses for loss transfers from Group companies, resulting in a corresponding reduction in net
income from investments. Loss transfers increased year-on-year.

Write-downs of investments

In the period under review, write-downs of investments mainly related to write-downs of a subsidiary allocated to central
operations as well as an investment in a Turkish hotel. In the period under review, write-downs were also effected on loans to
Group companies.

Interest result

The decline in the interest result was partly attributable to an increase in interest expenses (to affiliated companies). This
effect was not fully offset by the increase in non-current loans to Group companies by TUI AG and the associated interest
income.

Taxes

In the period under review, taxes related to income taxes and other taxes. They did not include any deferred taxes.

Net profit for the year

For FY 2018, TUI AG posted a net profit for the year of EUR 983.4 m.

Net assets of TUI AG

TUI AG's net assets and financial position as well as its balance sheet structure reflect its function as the TUI Group's
parent company. The balance sheet total rose by 6.1 % to EUR 10.4 bn in FY 2018.

Abbreviated balance sheet of TUI AG (financial statement
according to German Commercial Code)
EUR million 30 Sep 2018 30 Sep 2017 Var. %
Intangible assets / 21.9 19.4 + 12.9
property, plant and equipment
Investments 7,998.8 7,078.9 + 13.0
Fixed assets 8,020.7 7,098.3 + 13.0
Receivables / Trade 1,470.5 1,644.4 - 10.6
securities
Cash and cash 889.3 1,039.0 - 14.4

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -33-

equivalents
Current assets 2,359.8 2,683.4 - 12.1
Prepaid expenses 0.5 0.7 - 28.6
Assets 10,381.0 9,782.4 + 6.1
Equity 5,801.5 5,192.7 + 11.7
Special non-taxed items 0.1 0.1 -
Provisions 361.9 462.5 - 21.8
Bonds 300.0 300.0 -
Other liabilities 3,917.4 3,827.1 + 2.4
Liabilities 4,217.4 4,127.1 + 2.2
Liabilities 10,381.0 9,782.4 + 6.1

Fixed assets

At the balance sheet date, fixed assets almost exclusively consisted of investments. The increase in investments was mainly
attributable to the acquisitions of TUI Nordic Holding AB and TUI Portugal SA as well as the implementation of capital
increases by subsidiaries.

Current assets

The decrease in current assets of 12.1 % to EUR 2,359.8 m was mainly driven by the decline in cash and cash equivalents and
receivables /
securities, which had included short-term money market funds in the prior year.

TUI AG's capital structure

Equity

TUI AG's equity increased by EUR 608.8 m to EUR 5,801.5 m. The subscribed capital of TUI AG consists of no-par value shares,
each representing an equal portion in the capital stock. The proportionate share in the capital stock per share is around EUR
2.56. At the end of FY 2018, the subscribed capital of TUI AG rose due to the issue of employee shares. At the end of the
financial year under review, subscribed capital comprised 587,901,304 shares.

In FY 2018, capital reserves rose by EUR 5.9 m due to the issue of employee shares and share-based payments. Revenue reserves
exclusively consisted of other revenue reserves. The Articles of Association do not contain any provisions concerning the
formation of reserves.

The profit for the year amounted to EUR 983.4 m. Taking account of the profit carried forward of EUR 814.0 m, net profit
available for distribution totalled EUR 1,797.4 m. A proposal will be submitted to the Annual General Meeting to use the net
profit available for distribution for the financial year under review to distribute a dividend of EUR 0.72 per no-par value
share and to carry the amount of EUR 1,374.1 m, remaining after deduction of the dividend total of EUR 423.3 m, forward on new
account. The equity ratio rose to 55.9 % (previous year 53.1 %) in FY 2018.

Provisions

Provisions decreased by EUR 100.6 m to EUR 361.9 m. They consisted of pension provisions worth EUR 144.5 m (previous year EUR
136.0 m), tax provisions worth EUR 122.6 m (previous year EUR 196.1 m) and other provisions worth EUR 94.8 m (previous year
EUR 130.4 m).

While pension provisions rose slightly year-on-year in the financial year under review, tax provisions and provisions for
invoices outstanding, personnel costs and other risks declined versus the prior year.

Liabilities

TUI AG's liabilities totalled EUR 4,217.4 m, up by EUR 90.3 m or 2.2 %.

In October 2016, TUI AG issued an unsecured bond worth EUR 300.0 m maturing in October 2021. TUI AG used the proceeds from the
issue of this bond to cancel and repay a five-year bond issued in September 2014 ahead of its maturity date. In July 2018, TUI
AG issued an unsecured Schuldschein with banks with a total volume of EUR 425.0 m for general corporate financing purposes
with different tenors of five to ten years.

The increase in liabilities was mainly driven by the transactions of the TUI AG subsidiaries included in its cash pool.

TUI's net financial position (cash and cash equivalents as well as marketable securities less bonds and Schuldschein) declined
year-on-year, amounting to a clearly positive position of EUR 164.3 m in the period under review.

Capital authorisation resolutions

Information on new or existing resolutions concerning capital authorisation, adopted by Annual General Meetings, is provided
in the next chapter on Information Required under Takeover Law.

TUI share

TUI share has gained 61 % since the merger
with TUI Travel

The TUI share has outperformed significantly over the four-year period. The share's Total Shareholder Return (TSR) has
increased by 61 % since the announcement of the merger with TUI Travel in June 2014, considerably outperforming the FTSE 100
(+ 31 %) and DAX 30 (+ 23 %) indices. In a market environment characterised by macroeconomic and geopolitical challenges, TUI
Group delivered the total announced merger synergies of EUR 100 m, accelerated the Group's transformation as a leading
provider of holiday products and launched important digitalisation initiatives. During that period, the Group has paid
dividends worth around EUR 1.6 bn to its shareholders (including the dividend proposal for FY 2018) and increased its
operating result by more than 10 % on a constant currency basis for the fourth consecutive year. The share price performance
demonstrates TUI Group's strong positioning as a leading provider with own hotel and cruise products and unique holiday
experiences with its own direct distribution. Our strategy of double diversification, i. e. our balanced portfolio of markets
and destinations, creates resilience and enables us to flexibly respond to different market conditions. It forms the basis
for the further implementation of our growth roadmap.

TUI share continues considerable outperformance
in FY 2018

The TUI share started off the current financial year at a price of EUR 14.53. Supported by strong business results, further
progress in the transformation of the Group and the presentation of new digitalisation strategy, the TUI share gained
significantly in the course of the year. Shortly after the Capital Markets Day for analysts and investors with a special focus
on the cruise segment, the share price closed at its full year high of EUR 20.66 on 17 May 2018.

The market environment was subsequently characterised by external challenges: On the one hand, it was adversely affected by
flight disruptions, driven primarily by air traffic control strikes in France. On the other hand, customers' booking behaviour
was impacted by the sustained period of exceptionally hot weather in Northern Europe this summer. TUI's share also saw impact
from announcements of lowered profit guidance by other travel and tourism companies. Moreover, the trade dispute between the
US and China as well as Turkey intensified further, causing increasing uncertainty in the international capital markets and,
among others, a strong fall in the Turkish lira.

At the end of the financial year under review, the TUI share turned positive again, benefiting from high booking numbers and
the reiteration of the operating profit guidance at constant currency. This further demonstrates the strength and resilience
of our transformed business model in a challenging environment. The Total Shareholder Return of the TUI share rose by a total
of 17 % in 2018, while FTSE 100 only gained 6 % and DAX 30 lost around 5 %.

TUI share data
30 September 2018
WKN TUAG00
ISIN DE000TUAG000
Stock exchange centres London, Xetra, Hanover
Reuters / Bloomberg TUIGn.DE / TUI1.GR (Frankfurt);
TUIT.L / TUI:LN (London)
Stock category Registered ordinary shares
Capital stockEUR 1,502,945,818
Number of shares 587,901,304
Market capitalisationbn EUR 9.7
Market capitalisationbn GBP 8.7

Long-term development of the TUI share (Xetra)
EUR 2014 2015 2016 2017 2018
High 6.97 17.71 17.21 14.90 20.66
Low 3.14 9.84 10.17 11.46 14.34
Year-end share 6.70 16.35 12.69 14.38 16.56
price

Quotations, indices and trading

The TUI share has its primary listing in the Premium segment of the Main Market of the London Stock Exchange and is included
in FTSE's UK Index Series including FTSE 100, the UK's major share index. It also has a secondary listing in the electronic
trading system Xetra and at the Hanover Stock Exchange.

In FY 2018, the average daily trading volume at the London Stock Exchange was around 1.3 million shares, while about 0.6
million shares were traded on Xetra. Across all trading platforms, the trading volume in the UK amounted to around 3.4 million
shares, with around 1.8 m shares traded in the euro line. Both the sterling and the euro lines thus delivered strong liquidity
for trading by institutional and retail investors.

Analyst recommendations

Analysis and recommendations by financial analysts are a key decision-making factor for institutional and private investors.
In the financial year under review, more than 20 analysts regularly published studies on TUI Group. In September 2018, 63 % of
analysts issued a recommendation to 'buy' the TUI share, with 32 % recommending 'hold'. One analyst recommended 'sell'.

Shareholder structure

The current shareholder structure and the voting right notifications pursuant to section 33 of the German Securities Trading
Act are available online at: www.tuigroup.com/en-en/investors/share/shareholder-structure and
www.tuigroup.com/de-de/investoren/news

At the end of FY 2018, around 75 % of TUI shares were in free float. Around 7 % of all TUI shares were held by private
shareholders, around 65 % by institutional investors and financial institutes and around 28 % by strategic investors. Analysis
of the share register shows that most shares are being held by investors from EU countries.

Dividend policy

Development of dividends and earnings of the TUI share

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -34-

EUR 2014 2015 2016 2017 2018
Earnings per + 0.26 + 0.64 + 1.78 + 1.10 1.25
share
Dividend 0.33 0.56 0.63 0.65 0.72

In the framework of the merger with TUI Travel, TUI Group defined a dividend policy under which the dividend increases in line
with the growth in underlying EBITA at constant currency. A proposal will therefore be submitted to the Annual General Meeting
to distribute a dividend of EUR 0.72 per no-par value share to the shareholders for FY 2018.

Investor Relations

Open and continuous dialogue and transparent communication form the basis for our Investor Relations work with our private
shareholders, institutional investors, equity and credit analysts and lenders. There are three reasons to invest in the TUI
share:

More details about Investor Relations online at:
www.tuigroup.com/de-de/investoren

In the completed financial year, many discussions were held, centring on the growth strategy for the integrated tourism group,
the digitalisation initiatives and the business performance in the individual segments, enabling stakeholders to make a
realistic assessment of TUI Group's future development. In this context, TUI's management team sought dialogue with investors
at roadshows and conferences in London, Dublin, Frankfurt, Berlin, Munich, Zurich, Vienna, Milan, Madrid, Amsterdam, Brussels,
Paris, Oslo, Copenhagen, Tokyo, New York, Boston, Chicago, Montreal and Toronto.

TUI's Investor Relations team also makes every effort to engage in direct contact with private investors. TUI Group's IR team
sought dialogue with this target group on many occasions, such as events organised by shareholder associations. Another key
platform for exchanges with private shareholders was the IR stall at TUI's Annual General Meeting. TUI also offers a broad
range of information for its analysts, investors and private shareholders on its website. All results conference calls were
transmitted live and comprehensive information on the Capital Markets Day was presented on the website.

Information required
under takeover law

pursuant to sections 289a (1) and 315a (1) of the German
Commercial Code (HGB) and explanatory report

Composition of subscribed capital

The subscribed capital of TUI AG consists of no-par value shares, each representing an equal share of the capital stock. As a
proportion of the capital stock, the value of each share is around EUR 2.56.

The subscribed capital of TUI AG, registered in the commercial registers of the district courts of Berlin-Charlottenburg and
Hanover, consisted of 587,901,304 shares at the end of FY 2018 (previous year 587,386,900 shares) and totalled EUR
1,502,945,818.40. Each share confers one vote at the Annual General Meeting.

Restrictions on voting rights and
share transfers

The Executive Board of TUI AG is not aware of any restrictions on voting rights or the transfer of shares.

Equity interests exceeding 10 % of the
voting rights

The Executive Board of TUI AG has been notified of the following direct or indirect equity interests reaching or exceeding 10
% of the voting rights:

Alexey Mordashov, Russia, notified us on 15 December 2016 pursuant to section 33 (1) of the German Securities Trading Act that
the voting shares in TUI AG, Hanover, Germany, attributable to him exceeded the 20 % threshold on 12 December 2016. As per
that date, voting shares totalling 20.01 % (or 117,484,579 voting rights) were attributable to Alexey Mordashov pursuant to
section 34 (1) sentence 1 no. 1 of the German Securities Trading Act. On the basis of the notifications pursuant to section 19
of the MAR, the voting shares in TUI AG attributable to him amounted to 24.998 % as at 30 September 2018.

Shares with special rights conferring powers of control

No shares with special rights conferring powers of control have been issued.

System of voting right control of any employee
share scheme where the control rights are not
exercised directly by the employees

Where TUI AG grants shares to employees under its employee share programme, the shares are directly transferred to the
employees (sometimes with a lock-up period). Beneficiaries are free to directly exercise the control rights to which employee
shares entitle them, in just the same way as other shareholders, in line with legal requirements and the provisions of the
Articles of Association.

Appointment and removal of Executive Board members and amendments to the Articles of Association

The appointment and removal of Executive Board members is based on sections 84 et seq. of the German Stock Corporation Act in
combination with section 31 of the German Co-Determination Act. Amendments to the Articles of Association are based on the
provisions of sections 179 et seq. of the German Stock Corporation Act in combination with section 24 of the Articles of
Association of TUI AG.

Powers of the Executive Board to issue or buy back shares

The Annual General Meeting of 13 February 2018 authorised TUI AG's Executive Board to acquire own shares of up to 5 % of the
capital stock. The authorisation will expire on 12 August 2019. The Annual General Meeting of 13 February 2018 adopted a
resolution to create authorised capital for the issue of employee shares worth EUR 30.0 m. The Executive Board of TUI AG is
authorised to use this approved capital by 12 February 2023 in one or several transactions by issuing employee shares against
cash contribution. In the completed financial year, 514,404 new employee shares were issued, so that the authorised capital
totalled around EUR 28.7 m at the balance sheet date.

The Annual General Meeting of 9 February 2016 adopted a resolution to create conditional capital of EUR 150.0 m for the issue
of bonds. The authorisation to issue bonds with conversion options or warrants as well as profit-sharing rights and income
bonds (with or without fixed terms) of up to a nominal amount of EUR 2.0 bn will expire on 8 February 2021. The Annual General
Meeting of 9 February 2016 also adopted a resolution to create authorised capital for the issue of new registered shares
against cash contribution worth a maximum of EUR 150.0 m. The authorisation will expire on 8 February 2021. The Annual General
Meeting on 9 February 2016 furthermore adopted a resolution to create authorised capital for the issue of new shares of EUR
570.0 m against cash contributions or contributions in kind. The issue of new shares against contributions in kind has been
limited to EUR 300.0 m. The authorisation will expire on 8 February 2021.

To date, the authorisations approved in 2016 have not been used.

See (23) Subscribed capital in the Notes on page 206 and (6) Subscribed capitel in the Financial Statements of TUI AG.

Significant agreements taking effect in the event of a change of control of the Company following a takeover bid, and the
resulting effects

Some of TUI AG's outstanding financing instruments contain change of control clauses. A change of control occurs in particular
if a third partly directly or indirectly acquires control over at least 50 % or the majority of the voting shares in TUI AG.

In the event of a change of control, the holders of the Schuldschein worth EUR 425.0 m and of the fixed-interest senior bond
worth EUR 300.0 m must be offered a buyback.

For the syndicated credit line worth EUR 1.75 bn, of which EUR 102.4 m had been used via bank guarantees as at the balance
sheet date, a right of termination by the lenders has been agreed in the event of a change of control. This also applies to
several bilateral guarantee lines with a total volume of GBP 85.0 m, concluded with various insurance companies. At the balance
sheet date, an amount of GBP 27.3 m had been used.

Beyond this, there are no agreements in guarantee, leasing, option or other financial contracts that might cause material
early redemption obligations that would be of significant relevance for the Group's liquidity.

Apart from the financing instruments mentioned above, a framework agreement between the Riu family and TUI AG includes a
change of control clause. A change of control occurs if a shareholder group represents a predefined majority of AGM attendees
or if one third of the shareholder representatives on the Supervisory Board are attributable to a shareholder group. In the
event of a change of control, the Riu family is entitled to acquire at least 20 % and at most all shares held by TUI in RIUSA
II S.A. A similar agreement concerning a change of control at TUI AG has been concluded with the El Chiaty Group. Here, too, a
change of control occurs if a shareholder group represents a predefined majority of AGM attendees or if one third of the
shareholder representatives on the Supervisory Board are attributable to a shareholder group. In that case, the El Chiaty
Group is entitled to acquire at least 15 % and at most all shares held by TUI in the joint hotel companies in Egypt and the
United Arab Emirates. A change of control agreement has also been concluded for the joint venture TUI Cruises between Royal
Caribbean Cruises Ltd and TUI AG for the event that a change of control occurs in TUI AG. The agreement gives the partner the
right to demand termination of the joint venture and to purchase the stake held by TUI AG at a price which is lower than the
selling price of their own stake.

Compensation agreements have not been concluded between the Company and Executive Board members or employees in the event of a
takeover bid.

Executive Board and
Supervisory Board

Supervisory Board
Name Function / Location Initial Appointed Other Board Memberships 2 Number
Occupation Appoin until AGM of

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -35-

tment                                          TUI AG 
                                                                                            shares 
                                                                                            (direkt 
                                                                                            und 
                                                                                            indirek 
                                                                                            t)2 
Prof.    Chairman of   Stuttgart             7 Jan   2021      a) Continental AG b) Alstom  0 
Klaus    the                                 2010                                S. A. 
Mangold  Supervisory 
         Board of TUI 
         AG                                                    Knorr-Bremse AG3 
                                                                                 Baiterek 
                                                                                 Holding 
                                                                                 JSC 
         Chairman of 
         the 
         Supervisory 
         Board of                                                                Rothschild 
         Rothschild                                                              GmbH3 
         GmbH 
 
         Chairman of 
         the 
         Supervisory 
         Board of 
         Knorr-Bremse 
         AG 
Frank    Deputy        Hamburg               15 Aug  2021                                   600 
Jakobi1  Chairman of                         2007 
         the 
         Supervisory 
         Board of TUI 
         AG 
 
         Travel Agent 
Sir      Deputy        London                11 Dec  13 Feb    b) Keolis (UK)               7,980 
Michael  Chairman fo                         2014    2018      Limited3 
Hodgkins the 
on       Supervisory 
         Board of TUI 
         AG                                                    Keolis Amey 
                                                               Docklands Ltd. 
 
                                                               World Airport 
                                                               Partners GmbH 
Andreas  Aircraft      Hanover               10 May  2021      a) TUIfly GmbH4              0 
Barczews Captain                             2006 
ki1 
Peter    Regional Head Hamburg               2 Jul   2021      a) TÜV Nord             0 
Bremme1  of the                              2014              AG 
         Special 
         Services 
         Division 
 
         of ver.di - 
         Vereinte 
         Dienstleistun 
         gsgewerkschaf 
         t 
Prof.    President of  Bonn                  9 Feb   2021      a) Metro AG                  0 
Edgar    Deutsche                            2011 
Ernst    Prüfstelle 
         für 
         Rechnungslegu                                         VONOVIA SE 4 
         ng (DPR) 
Wolfgang Group         Großburgwedel    13 Jun  2021      a) Deutscher                 382 
Flinterm Director                            2016              Reisepreis- 
ann1     Financial 
         Accounting & 
         Reporting, 
         TUI AG                                                Sicherungsverein 
                                                               VVaG 
Angelika Supervisory   Kranzberg             26 Mar  2021      a) ProSiebenSat1  b)         4,100 
Gifford  Board Member                        2012              Media SE          Rothschild 
         and                                                                     & Co 
         Technology 
         Executive 
Valerie  Member of     Weybridge             11 Dec  2020      b) Vodafone Group            994 
Frances  supervisory                         2014              PLC 
Gooding  bodies in 
         different 
         companies 
                                                               Aviva Insurance 
                                                               Ltd. 
 
                                                               Aviva Life 
                                                               Holdings 
Dr Dierk Business unit Berlin                16 Jan  2021      a) DZ-Bank AG                0 
Hirschel manager of                          2015 
1        the 
         trade-unition 
         ver.di - 
         Vereinte 
         Dienstleistun 
         gsgewerkschaf 
         t 
Janis    Member of     London                11 Dec  2020      b) Bristol        South West 5,985 
Kong     supervisory                         2014              Airport Ltd.      Airports 
         bodies in                                                               Ltd. 
         different 
         companies 
                                                               Copenhagen 
                                                               Airport           Roadis 
                                                                                 Transporta 
                                                                                 tion 
                                                                                 Holding S. 
                                                               Portmeirion Group L. U. 
                                                               PLC 
Peter    Chairman      London                9 Feb   2021      b) Countrywide               10,317 
Long     Countrywide                         2016              PLC3 
         PLC 
Coline   Member of     London                11 Dec  2020      b) Fevertree      Travis     0 
McConvil supervisory                         2014              Drinks PLC        Perkins 
le       bodies in                                                               PLC 
         different 
         companies 
                                                               Inchape PLC 
Alexey   Chairman      Moscow                9 Feb   2021      b) AO 'Severstal  Nord Gold  146,963 
Mordasho Board of                            2016              Management' 3     S. E.      ,612 
v        Directors of 
         PAO Severstal 
 
                                                               PJSC 'Power 
                                                               Machines' 3 
Michael  Hotel Manager Hanover               17 Apr  2021      a) TUI                       469 
Pönipp1                                      2013              Deutschland GmbH 
 
                                                               MER-Pensionskasse 
                                                               VVaG 
Carmen   Managing      Palma de Mallorca     14 Feb  2021      b) Hotel San      RIU Hotels 19,854, 
Riu      Director                            2005              Francisco S. A.   S. A.      616 
Güell    RIUSA II S. 
         A. 
 
                                                               Productores       RIUSA II 
                                                               Hoteleros         S. A. 
                                                               Reunidos S. A. 
Carola   Department    Berlin                1 Aug   2021                                   0 
Schwirn1 Coordinator                         2014 
         in the 
         Transportatio 
         n Division 
 
         of ver.di - 
         Vereinte 
         Dienstleistun 
         gsgewerkschaf 
         t 
Anette   Travel Agent  Hemmingen             2 Jan   2021                                   1,729 
Strempel                                     2009 
1 
Ortwin   Travel Agent  Hamburg               3 Apr   2021                                   2,228 
Strubelt                                     2009 
1 
Stefan   International Vienna                9 Feb   2021      b) TUI Austria               0 
Weinhofe Employee                            2016              Holding GmbH 
r1       Relations 
         Coordinator 
         at TUI AG 
Dr       Chairman of   Stuttgart             13 Feb  2023      b) Vita Health               0 
Dieter   the Board of                        2018              LLC 
Zetsche  Management 
         Daimler AG 
 
1 Representative of the employees 
 
2 Information refers to 30 September 2018 or date of resignation from the Supervisory Board of TUI AG in FY 2018. 
 
3 Chairman 
 
4 Deputy Chairman 
 
a) Membership in supervisory boards within the meaning of section 125 of the German Stock Corporation Act (AktG) 
 
b) Membership in comparable German and non-German bodies of companies within the meaning of section 125 of the German Stock 
Corporation Act (AktG) 
 
Executive Board 
Name      Department  Other Board Memberships1          Number 
                                                        of 
                                                        TUI AG 
                                                        shares 
                                                        (direct 
                                                        and 
                                                        indirect 
                                                        )1 
Friedrich CEO         a) Sixt SE 2                      328,081 
Joussen 
 
                      TUI Deutschland 
(Age 55)              GmbH2 
 
Member of             TUIfly GmbH2 
the 
Executive 
Board 
since 
 
October 
2012 
 
CEO of 
the 
Executive 
Board 
from 
 
February 
2013 
 
Joint-CEO 
since 
December 
2014 
 
CEO since 
February 
2016 
 
Current 
appointme 
nt until 
October 
2020 
Horst     CFO                          b) RIUSA II S.   40,717 
Baier                                  A.2 
 
(Age 61)                               TUI Canada 
                                       Holdings Inc. 
 
Member of 
the                                    Sunwing Travel 
Executive                              Group Inc. 
Board 
since 
 
November 
2007 
 
Current 
appointme 
nt until 
 
30 
September 
2018

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -36-

David CEO a) TUI b) TUI Travel 16,300
Burling Deutschland GmbH Holdings Ltd.

Markets &
(Age 50) Airlines TUIfly GmbH TUI Travel Ltd.

Member of First Choice
the Holidays Ltd.
Executive
Board
since
First Choice
Holidays &
Flights Ltd.
June 2015

Sunwing Travel
Current Group Inc.
appointme
nt until
May 2021
First Choice
Olympic Ltd.

TUI Sverige AB

TUI Travel
Holdings Sweden
AB

TUI Nordic
Holdings Sweden

ABThomson Travel
Group

(Holdings) Ltd.

TUI Travel
Overseas
Holdings Ltd.

TUI Canada
Holdings Inc.

TUI Northern
Europe Ltd.

TUI Travel Group
Management

Services Ltd.

TUI UK Transport
Ltd.
Birgit CFO 0
Conix

(Age 53)

Member of
the
Executive
Board
since

July 2018

Current
appointme
nt until
July 2021
Sebastian CEO a) TUI Cruises b) RIUSA II S. 250
Ebel GmbH A.

Hotels &
(Age 55) Resorts, BRW Beteiligungs TUI Spain S. A.
AG

Member of Cruises, TUI Suisse Ltd.2
the Eintracht
Executive Braunschweig
Board
since Destination

GmbH & Co KG2

December Experiences
2014
Eves Information
Technology AG2

Current
appointme
nt until
November
2020
Dr Elke HR, Labour a) K+S AG b) TUI Nederland 12,545
Eller N. V.

Director TUI Deutschland
(Age 56) GmbH TUI Belgium N.
V.

Member of TUIfly GmbH
the
Executive
Board
since

October
2015

Current
appointme
nt until
October
2021
Frank CIO and a) TUI 0
Rosenberg Deutschland GmbH
er

New Markets
Peakwork AG
(Age 50)

Member of
the
Executive
Board
since

January
2017

Current
appointme
nt until
December
2019

1 Information refers to 30 September 2018 or date of resignation
from the Excecutive Board in FY 2018.

2 Chairman

a) Membership in Supervisory Boards required by law within the meaning of section 125 of the German Stock Corporation Act
(AktG)

b) Membership in comparable Boards of domestic and foreign companies within the meaning of section 125 of the German Stock
Corporation Act (AktG)

Corporate Governance
Report

Statement on Corporate Governance
(as part of the Management Report)

The actions of TUI AG's management and oversight bodies are determined by the principles of good and responsible corporate
governance.

The Executive Board and the Supervisory Board comprehensively discussed Corporate Governance issues in FY 2018. In this
chapter, the Executive Board and the Supervisory Board provide their report on Corporate Governance in the Company pursuant to
sub-section 3.10 of the German Corporate Governance Code (DCGK) and section 289a of the German Commercial Code (HGB) as well
as Disclosure and Transparency Rule (DTR) 7.2 and Listing Rule (LR) 9.8.7R.

1. Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG)

As a stock corporation company under German law, TUI AG's Executive Board and Supervisory Board are obliged to submit a
declaration of compliance with the DCGK pursuant to section 161 of the German Stock Corporation Act.

www.dcgk.de/en/code.html

Wording of the declaration of Compliance for 2018

'In accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board hereby declare:

Since the last annual declaration of compliance was submitted in December 2017, the recommendations of the German Corporate
Governance Code in the version dated 7 February 2017 have been and will be fully observed.'

Place of publication:

www.tuigroup.com/en-en/investors/corporate-governance

2. Declaration of Compliance pursuant to DTR 7.2 and LR 9.8.7R

As an overseas company with a premium listing on the London Stock Exchange, TUI AG's Executive Board and Supervisory Board are
obliged pursuant to No. 7.2 DTR and LR 9.8.7R to make a statement on the application of the UK Corporate Governance Code (UK
CGC).

At the time of the merger TUI AG had announced it would comply with the UK Code

https://www.frc.org.uk/getattachment/ca7e94c4-b9a9-49e2-a824-ad76a322873c/UK-Corporate-Governance-Code-April-2016.pdf

to the extent practicable. In many respects, the requirements of the DCGK and the UK Code are similar. However, there are
certain aspects which are not compatible (in some cases due to the different legal regimes in Germany und the UK). Therefore
some deviations from Code requirements and best practice in the UKhave been necessary.

Under the German Stock Corporation Act, the legislation applicable to TUI AG, a two-tier board system is mandatory (see below
section 'Functioning of the Executive and Supervisory Board' on page 120). The two-tier board structure is different to the UK
unitary board structure on which the UK Code is based. Some of the principles of composition and operation of the boards of a
German stock corporation also differ from those of a UK company (for example, there is no Company Secretary). For this reason,
the Executive Board and the Supervisory Board have set out below in which areas the UK Code is not complied with and explained
the reasons for the deviations. In addition, the Executive Board and the Supervisory Board have also explained those instances
where they consider TUI AG not to be compliant with the UK Code in the literal sense but where it lives up to the spirit and
meaning of the respective regulation.

Sub-headings refer to sections of the UK Code for ease of reference for investors.

Wording of the UK Corporate Governance
Statement 2018

"Executive Board and Supervisory Board declare pursuant to DTR 7.2 and LR 9.8.7R:

'Throughout the reporting period, TUI AG has complied with the provisions of the UK Code in the version of April 2016,
including its main principles, except as set out and explained below.'

Place of publication:

www.tuigroup.com/en-en/investors/corporate-governance

IDENTIFICATION OF SENIOR INDEPENDENT DIRECTOR (A1.2, A4.1)

Under German law and the German Code, there is no concept of a 'Senior Independent Director'. Instead, shareholders may raise
any issues at the Annual General Meeting (AGM). In this forum, the Executive Board and the Chairman of the Supervisory Board
are available to address any issues and are legally obliged to provide adequate responses.

Outside the AGM, shareholders may approach the Executive Board, in particular the CEO or the CFO, or, for topics relating to
Supervisory Board matters, the Chairman of the Supervisory Board or any of his Deputies. Sir Michael Hodgkinson, who was the
Deputy Chairman and Senior Independent Director of TUI Travel PLC before the merger, was re-elected as additional Deputy
Chairman of the Supervisory Board of TUI AG in February 2016 alongside Frank Jakobi (First Deputy Chairman who, under the
German Co-Determination Act, must be an Employee Representative). After Sir Michael Hodgkinson resigned from the Supervisory
Board at the end of the Annual General Meeting on 13 February 2018, the Supervisory Board elected Peter Long to replace him as
additional Deputy Chairman at its meeting on 13 February 2018 following the Annual General Meeting.

DIVISION OF RESPONSIBILITIES - CHAIRMAN & CHIEF
EXECUTIVE (A2.1)

The separation of the roles of the Chairman of the Supervisory Board (Prof. Klaus Mangold) and the CEO (Friedrich Joussen) is
clearly defined under German law as part of the two-tier board structure. Therefore, no further division of responsibilities
is required and both the Executive Board and the Supervisory Board consider that TUI AG lives up to the spirit and meaning of
the UK Code.

INDEPENDENCE OF SUPERVISORY BOARD MEMBERS (B1.1)

Under the UK Code, the Board must identify in the annual report each non-executive director it considers to be 'independent'
for the purposes of the UK Code. Based on the responsibilities assigned to the Supervisory Board by the German Stock
Corporation Act, the members of the Supervisory Board are considered to be non-executive directors for the purposes of the UK
Code. Under the UK Code, persons are 'independent' if they are independent in character and judgement and if there are no
relationships or circumstances which are likely to affect, or could appear to affect, their judgement. TUI AG does not,
however, extend its independence disclosures to employee representatives on the Supervisory Board (for a detailed explanation
of shareholder and employee representatives and the underlying considerations, please see below).

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -37-

The Supervisory Board has determined that six of its nine shareholder representatives (the Chairman is not taken into account
according to the UK Code) are independent for the purposes of the UK Code. The shareholder representatives considered to be
independent are: Prof. Edgar Ernst, Valerie Gooding, Janis Kong, Coline McConville, Angelika Gifford and Sir Michael
Hodgkinson (until 13 February 2018), resp. Dr Dieter Zetsche (since 13 February 2018). Additionally, the Chairman was
independent on election in 2011 and re-election in February 2016 and is still considered independent (Prof. Klaus Mangold also
was independent when he was elected to the Supervisory Board in January 2010).

The members of the Supervisory Board not considered to be independent for the purposes of the UK Code are Carmen Riu Güell,
Alexey Mordashov and Peter Long.

In reaching its determination, the Supervisory Board has considered, in particular, the factors set out below.

SHAREHOLDER AND EMPLOYEE REPRESENTATIVES

The Supervisory Board of TUI AG consists of ten members who are elected by shareholders at AGM (the 'Shareholder
Representatives') and ten members who represent the employees of TUI AG (the 'Employee Representatives'). This differs from UK
practice where only those board members representing major shareholders are typically referred to as 'Shareholder
Representatives' and are not considered independent under the UK Code because of their link to a significant shareholder.

In TUI AG, only the shareholder representatives Carmen Riu Güell (Riu-Hotels, approx. 3.4 % of the voting rights) and Alexey
Mordashov (approx. 24,998 % of the voting rights via Unifirm Ltd., majority controlled by himself) are connected to
significant shareholders or are shareholders themselves. It should also be noted that joint ventures exist between TUI AG and
both Riu Hotels S. A. and TUI Russia & CIS (in which a majority controlling interest is held by Mr Mordashov) (for further
details see page 108 of the Annual Report). Until his election to the Supervisory Board in February 2016, Peter Long was
Joint-CEO of TUI AGfrom December 2014 to February 2016. Prior to that, he was a member of the Executive Board of TUI AG from
2007 and CEO of TUI Travel PLC. Therefore, neither Ms Riu Güell nor Mr Mordashov nor Mr Long are considered independent for
the purposes of the UK Code.

Seven of the ten employee representatives of the Supervisory Board are elected by the employees of TUI Group entitled to vote.
Three employee representatives are nominated by a German trade union (ver.di).

Under the UK Code, directors who are or have been employees of the Group in the last five years or who participate in the
Group's pension arrangements would generally not be considered independent. In the UK, directors with an employment
relationship are normally current or former executives. By contrast, under German law, employee representatives of the
Supervisory Board must be employees of the Group, and must be elected by the employees without any involvement of the
Executive or Supervisory Boards. Furthermore, the employment contract of employee representatives may only be terminated in
exceptional cases.

The employee representatives may also participate in Group pension schemes as is normal for employees and in their capacity as
employees.

Trade union representatives are nominated, and employed by, the trade union but are still classified as employee
representatives. They can only be removed from the Supervisory Board by their respective union and neither the Executive nor
the Supervisory Board has any role in their appointment or removal.

HALF THE BOARD SHOULD BE INDEPENDENT NON-EXECUTIVE DIRECTORS (B1.2)

Since, for the purpose of the UK Code, only the shareholder representatives on the Supervisory Board are taken into account,
with six independent members (excluding the Chairman of the Supervisory Board) more than half of its members are considered
independent.

NOMINATION COMMITTEE - COMPOSITION AND RESPONSIBILITIES (B2.1)

The role of the Nomination Committee in a typical UK company is fulfilled in TUI AG by two Committees of the Supervisory
Board:

Under the Rules of Procedure for the Supervisory Board and its Committees (which are equivalent to the Terms of Reference of a
British corporation) the Nomination Committee considers and proposes suitable candidates as shareholder representatives to the
Supervisory Board for its election proposals to the AGM. The Presiding Committee determines the requirements and remuneration
for any new appointments to the Executive Board and recommends suitable candidates to the Supervisory Board. On that basis,
the Supervisory Board appoints Executive Board members. This approach is different from the UK where all director appointments
are approved by shareholders at the AGM.

However, as is common practice in Germany, at each AGM shareholders are asked to decide whether they approve the actions of
the Executive Board and Supervisory Board members during the past financial year. Since the AGM 2015, in the light of UK
practice, TUI AG has changed its procedure to allow a separate vote on each individual Executive Board and Supervisory Board
member, as it is customary in the UK.

TUI AG intends to continue this practice. Accordingly, the Supervisory Board considers that TUI AG lives up to the spirit and
meaning of the UK Code to the extent practicable.

There is no requirement under German law or the German Corporate Governance Code for the majority of the Nomination Committee
members to be independent. Of the four members of the Nomination Committee, two are either significant shareholders themselves
or associated with significant shareholders (Carmen Riu Güell and Alexey Mordashov) and therefore not independent for the
purposes of the UK Code. Until 13 February 2018 the remaining two members, Sir Michael Hodgkinson and Prof. Klaus Mangold
(Chairman) were both independent. Since 13 February 2018, Peter Long has replaced Sir Michael Hodgkinson as a member of the
Nomination Committee, so that only Prof. Klaus Mangold is independent under the UK Code. Therefore TUI AG is not compliant
with the UK Code which requires a majority of the Nomination Committee to be independent. However, TUI AG considers that the
current membership of the Nomination Committee provides a strong and experienced pre-selection of Supervisory Board
shareholder representation members, while keeping the Committee to a manageable size.

A publication of the Rules of Procedure for the Supervisory Board, its committees (including the Audit Committee) and for the
Executive Board is not provided for under German law and the German Corporate Governance Code. Therefore TUI AG is not
compliant with this provision of the UK Code.

NOMINATION COMMITTEESECTION IN THE ANNUAL REPORT & ACCOUNTS (B2.4)

For the activities of the Nomination Committee, see page 19 which is part of the Chairman's letter to shareholders.

Succession planning for management levels below Executive Board is carried out by the Executive Board. The Presiding Committee
is responsible for succession planning for the Executive Board.

TERMS & CONDITIONS OF APPOINTMENTS OF NON-EXECUTIVE DIRECTORS (B3. 2)

The terms and conditions of Supervisory Board members' appointments follow the provisions of the German Stock Corporation Act
and the Articles of Association of TUI AG. The Articles of Association are available on the website at www.tuigroup.com/
en-en/investors/corporate-governance.

ADVICE AND SERVICES OF THE COMPANY SECRETARY (B5. 2)

There is no specific role of Company Secretary in German companies. However, Executive and Supervisory Board members have
access to the Board Office of TUI AG if they need any advice or services. The Board Office acts as an interface in corporate
matters for the Executive and Supervisory Board members and is responsible for ensuring that the requisite processes and
procedures are in place governing all Executive and Supervisory Board meetings (i. e. preparation of agendas, minuting of
meetings and ensuring compliance with German and UK law, as appropriate, and with recommendations for corporate governance).
The Board Office also supports the Chairman, the CEO, the CFO and the Chairmen of the Audit Committee and the Strategy
Committee. Executive and Supervisory Board members also have access to legal advice via the Group Director Legal, Compliance
& Board Office and via the Board Office. The Supervisory Board can also approach the Executive Board directly for specific
advice on any matters. Accordingly, the Executive Board and the Supervisory Board consider that TUI AG lives up to the spirit
and meaning of the UK Code.

BOARD PERFORMANCE EVALUATION (B6)

The performance of each individual Executive Board member is evaluated annually by the Supervisory Board for the annual
performance-based remuneration. In this context, the Supervisory Board also reviews the individual member's overall
performance as part of the Executive Board. However, no external performance evaluation is done for the Executive Board.

It is not customary to conduct annual reviews of the Supervisory Board's efficiency. Each Supervisory Board member can give
feedback to the Chairman, the Deputy Chairmen or the Supervisory Board as a whole as and when appropriate or required.

External evaluation, which includes the work of the Chairman of the Supervisory Board, is performed by means of individual
interviews and anonymous reviews. Executive Board members are invited to contribute to the process. Consolidated results are
shared with the entire Supervisory Board and appropriate actions are suggested and discussed as appropriate. The last external
review of the Supervisory Board was undertaken in 2015 by Board Consultants International. Board Consultants International has
no other connection with TUI AG. Most recently, the Supervisory Board dealt with an update on the efficiency review and with

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -38-

measures derived from the results of the efficiency review at its meeting on 8 February 2016. An internal efficiency review 
was conducted at the end of 2018. It is planned to conduct an efficiency review with external support in the course of 2019. 
 
ANNUAL RE-ELECTION BY SHAREHOLDERS 
AT THE AGM (B7.1) 
 
None of the Executive or Supervisory Board members is re-elected annually. However, as noted above, in light of the UK Code 
and UK best practice, TUI AG voluntarily puts individual resolutions approving the actions of each Executive and Supervisory 
Board member to the AGM resolving on the annual financial statements for the previous year. TUI AG intends to continue this 
practice. 
 
The end of appointment periods for Supervisory Board members are disclosed in the table from page 112. Current curricula vitae 
of all Executive and Supervisory Board members are published at www.tuigroup.com/en-en/investors/corporate-governance. 
 
FAIR, BALANCED AND UNDERSTANDABLE ANNUAL REPORT AND ACCOUNTS (C1.1) 
 
In a German stock corporation the Executive Board is responsible for drafting the Annual Report & Accounts (ARA). According to 
section 243 (2) of the German Commercial Act (HGB) the ARA must be clearly arranged and should present a realistic picture of 
the Company's economic situation. This is equivalent to the UK Code requirement for the ARA to be fair, balanced and 
understandable. Although this assessment has not been delegated to the Audit Committee (C3.4), the Executive Board is 
convinced that this ARA satisfies both requirements. 
 
ESTABLISHMENT AND OPERATION OF REMUNERATION COMMITTEE (D2), REMUNERATION (D1) 
 
In the German governance structure there is no separate Remuneration Committee. The remuneration of the Executive Board is 
under involvement of the employee representatives monitored and agreed by the Supervisory Board based on recommendations from 
the Presiding Committee, which is governed by the Supervisory Board Rules of Procedure, as referred to above. 
 
Supervisory Board remuneration and the remuneration of Board Committee members is governed by the Articles of Association as 
resolved on by the shareholders at the AGM. 
 
There are no clawback or malus provisions in the service contracts of Executive Board members. Such provisions are not yet 
widespread in Germany and, depending on their design, are difficult to enforce. However, there are different contractual and 
statutory provisions that may allow for a reduction or forfeiture of remuneration components or allow TUI AG to claim damages 
from Executive Board members. First, the service contracts of Executive Board members provide for forfeiture of the annual 
bonus and the LTIP if TUI AG terminates the service contract for cause without notice before the end of the one year 
performance period in the case of the annual bonus or before the end of the respective performance period of the LTIP. Second, 
according to section 87 (2) German Stock Corporation Act (AktG) the Supervisory Board may, under certain exceptional 
circumstances, reduce Executive Board compensation in case of a deterioration of the economic situation of TUI AG. Third, 
Executive Board members may be liable for damages under the German Stock Corporation Act in case of a breach of their duties 
of care or fiduciary duties. 
 
See the Directors' Remuneration Report from page 128 for full details on Executive and Supervisory Board member's 
remuneration. 
 
NOTICE PERIODS FOR EXECUTIVE DIRECTORS (D1.5) 
 
In accordance with the customary practice in Germany members of the Executive Board are appointed for a term of three to five 
years. This does not comply with the UK Code recommendation which stipulates that notice or contract periods should be set at 
one year or less. However, the contracts include maximum limits on the amounts payable on termination. 
 
See Remuneration Report from page 128 
 
DIALOGUE WITH SHAREHOLDERS (E1) 
 
It was not common practice in German companies for Supervisory Board members to make themselves available for meetings with 
major shareholders. However, the German Corporate Governance Code in the version dated 7 February 2017 now stipulates in 
section 5.2 that the Chairman of the Supervisory Board should be willing to meet with investors in an appropriate manner to 
discuss Supervisory Board matters. Shareholders made no use of this option in FY 2018. 
 
The table below provides an overview of all meetings of the Executive Board with shareholders, in some of which also 
employees of Investor Relations participated. 
 
Dialogue with shareholders 
Date           Meeting                              Participants 
October 2017   Roadshow Brussels                    HB 
               Roadshow Paris                       HB 
November 2017  J.P. Morgan Best of British FTSE 100 HB 
               Conference 
December 2017  Roadshow UK                          FJ, HB 
January 2018   Commerzbank German Investment        HB 
               Seminar 
 
               Roadshow US                          HB 
               UniCredit / Kepler Cheuvreux German  HB 
               Corporate Conference 
               Roadshow UK                          HB 
               Berenberg IR Forum                   HB 
February 2018  Roadshow Tokio                       HB 
               Roadshow Dublin                      HB 
March 2018     Barclays Select Leisure & Transport  HB 
               Corporate Day 
               Barclays Select UK Conference        HB 
               Roadshow US                          HB 
April 2018     Morgan Stanley Roundtable            HB 
May 2018       Roadshow UK                          FJ, HB 
 
               Roadshow Frankfurt                   FJ, HB 
               Roadshow Paris                       HB 
               Roadshow Amsterdam                   HB 
               Roadshow Zurich                      HB 
               Roadshow Copenhagen                  HB 
               Roadshow Oslo                        HB 
June 2018      dbAccess German, Swiss and Austrian  HB 
               Conference 
               Roadshow US                          HB 
               Credit Suisse Leisure Sector         HB 
               Conference 
August 2018    MainFirst Travel and Transport Days  HB 
               Commerzbank Sector Conference        HB, BC 
September 2018 BAML - Travel & Leisure Field Trip   HB 
 
               Citi Growth Conference 2018 -        HB, BC 
               Travel & Leisure Day 
               Berenberg & Goldman Sachs GCC        HB, BC 
               Conference 
               Bernstein Strategic Decisions        FJ, BC 
               Conference 
 
Key: Friedrich Joussen (FJ), Horst Baier (HB), Birgit Conix (BC) 
 
Key topics discussed at meetings between shareholders and Executive Board members included: 
 
· Exogenous impacts on the business model 
 
· Growth strategy of the integrated tourism group 
 
· Business development in the individual company sectors 
 
The Supervisory Board receives feedback from the Chairman and Deputy Chairman (shareholder representative) and Executive Board 
members following meetings with major shareholders or investors. Additionally, a monthly Investor Relations Report and 
event-driven assessments of brokers are forwarded to the Executive Board and the Supervisory Board. They contain updates on 
the share price development, analyses of the shareholder structure as well as purchases and sales of shares and feedback and 
assessments from investors.The Executive Board and the Supervisory Board consider that TUI AG lives up to the spirit and 
meaning of the UK Code. 
 
AGM RESOLUTION ON FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS (E2.1) 
 
It is not common practice in Germany to pass a resolution at the AGM to approve the financial statements and consolidated 
financial statements. Therefore, this was not done at the AGM in 2018 and it is not intended to do so at the AGM in 2019. 
However, as required by German law, the first item on the agenda of TUI AG's AGM is the presentation of the financial 
statements and consolidated financial statements to the AGM. Under this item, the Executive Board will explain the financial 
statements and consolidated financial statements and the Chairman will explain, in particular, the report of the Supervisory 
Board (including this UK Corporate Governance Statement). Shareholders will have the opportunity to raise questions. Questions 
are typically raised, as is normal in the AGMs of German companies, and, as a general rule, answers must be provided under 
German law. 
 
This is the standard practice for a German company and is in full compliance with the German Code. While the lack of a 
resolution to approve the Annual Report & Accounts is not in compliance with the UK Code, TUI AG considers that the 
arrangements afford shareholders with sufficient opportunity to raise any questions or concerns that they may have in relation 
to the Annual Report & Accounts, and to receive answers, in the AGM. Accordingly, the Executive Board and the Supervisory 
Board consider that TUI AG lives up to the spirit and meaning of the UK Code to the extent practicable. 
 
CIRCULATION OF AGM DOCUMENTATION TO SHAREHOLDERS (E2.4) 
 
The 2018 AGM of TUI AG was held on 13 February 2018. As required by German law, the notice convening TUI AG's 2018 AGM 
(including the agenda and the voting proposals of the Executive Board and the Supervisory Board) was published in the Federal 
Gazette in Germany on 4 January 2018. Shareholders then had the right under German law to request additional agenda items at 
any time up to 30 days before the AGM. In accordance with German practice, once this deadline had expired, the combined 
invitation and explanatory notes relating to the AGM were sent to shareholders on 18 January 2018, which was less than the 20 
working days before the AGM recommended in the UK Code (but more than the 21 days' notice required by German law). However, in

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -39-

addition to the original publication of the Invitation in the Federal Gazette in Germany, the combined invitation and
explanatory notes relating to the AGM was published on TUI AG's website on 4 January 2018. As no additional agenda items were
requested by shareholders, this was in the same form as the final combined invitation and explanatory notes relating to the
AGM later sent to shareholders. Furthermore, TUI AG's Annual Report and Accounts for the financial year ending 30 September
2017 was published on 13 December 2017, significantly more than 20 working days before the 2018 AGM. Accordingly, the
Executive Board and the Supervisory Board consider that TUI AG lives up to the spirit and meaning of the UK Code requirements.
A similar timetable will be followed in relation to the 2019 AGM."

3. Further information on Corporate Governance

FUNCTIONING OF THE EXECUTIVE AND SUPERVISORY BOARDS

TUI AG is a company under German law. One of the fundamental principles of German stock corporation law is the dual management
system involving two bodies, the Executive Board in charge of managing the company and the Supervisory Board in charge of
monitoring the company. TUI AG's Executive Board and Supervisory Board cooperate closely and in a spirit of trust in managing
and overseeing the Company, with strict separation between the two bodies in terms of their membership and competences. Both
bodies are obliged to ensure the continued existence of the Company and sustainable creation of added value in harmony with
the principles of the social market economy.

TUI AG's Executive Board comprised seven members as at the closing date 30 September 2018. The Executive Board is responsible
for managing the Company's business operations in the interests of the Company. The allocation of functions and
responsibilities to individual Board members is presented in a separate section.

For functions, see tables 'Supervisory Board and Executive Board' on page 112 et seq.

In accordance with the law and the Articles of Association, the Supervisory Board had 20 members at the balance sheet date, i.
e. 30 September 2018. The Supervisory Board advises and oversees the Executive Board in the management of the Company. It is
involved in strategic and planning decisions and all decisions of fundamental importance to the Company. When the Executive
Board takes decisions on major transactions, such as the annual budget, major acquisitions or divestments, it is required by
its terms of reference to seek the approval of the Supervisory Board. The Chairman of the Supervisory Board coordinates the
work in the Supervisory Board, chairs its meetings and represents the concerns of the body externally. The Supervisory Board
and the Audit Committee have adopted terms of reference for their own work. In the run-up to the Supervisory Board meetings,
the representatives of shareholders and employees meet separately.

The Executive Board provides the Supervisory Board at regular meetings and in writing with comprehensive, up-to-date
information about the strategy, the budget, business performance and the situation of the Group, including risk management and
compliance. The Executive Board works on the basis of terms of reference issued by the Supervisory Board.

TUI AG has taken out a D & O insurance policy with an appropriate deductible for all members of the Executive Board and
Supervisory Board. The deductible amounts to 10 % of the loss up to the amount of one and a half times the fixed annual
compensation.

COMPOSITION OF THE SUPERVISORY BOARD

As at the balance sheet date, 30 September 2018, the Supervisory Board of TUI AG comprised 20 members. The composition of the
Supervisory Board in FY 2018 ensured that its members as a group had the knowledge, ability and expert experience required to
properly complete their tasks. The goals set by the Supervisory Board itself for its composition include in particular
comprehensive industry knowledge, at least five independent shareholder representatives, at least five members with
international experience, and diversity (see also the diversity concepts for the Supervisory Board and the Executive Board
from page 123 of this report).

Twelve members of the Supervisory Board had considerable international experience. Due to the different professional
experiences of its members, the composition of the Supervisory Board overall reflects a great diversity of relevant
experience, ability and industry knowhow. None of the shareholder representatives on the Supervisory Board had any commercial
or personal relationship with the Company, its Executive Board or third parties that might cause a material clash of
interests. Seven shareholder representatives are independent (including the Chairman of the Supervisory Board, who can be
included in the count according to the German Corporate Governance Code). The seven independent members were Prof. Edgar
Ernst, Ms Angelika Gifford, Ms Valerie Gooding, Sir Michael Hodgkinson (until February 13, 2018), Dr Dieter Zetsche (from
February 13, 2018), Ms Janis Kong, Ms Coline McConville and Prof. Klaus Mangold.

In accordance with the recommendations of the German Corporate Governance Code, the original shareholder representatives were
individually elected for five-year terms of office during elections to the Supervisory Board at the relevant General Meetings
(October 2014, February 2016, February 2018). Only Prof. Klaus Mangold and Sir Michael Hodgkinson were older than 68 years
when they were elected as members of the Supervisory Board. In both cases, the Supervisory Board deemed it appropriate to
deviate from the regular age limit in order for the Company to benefit from Prof. Klaus Mangold's and Sir Michael Hodgkinson's
extensive experience in order to complete the integration process and in order to ensure continuity. With Peter Long, a former
member of the Executive Board has been a Supervisory Board member since the Annual General Meeting 2016 held on 9 February
2016.

COMMITTEES OF THE SUPERVISORY BOARD AND THEIR COMPOSITION

At 30 September 2018, the balance sheet date, the Supervisory Board had established four committees from among its members to
support its work: the Presiding Committee, the Audit Committee, the Nomination Committee and the Strategy Committee. In
addition, in accordance with section 27 (3) of the German Co-Determination Act, the Mediation Committee was furthermore
established.

The Presiding Committee and Audit Committee have eight members each, with an equal number of shareholder representatives
(including the respective chairpersons of the committees) and employee representatives. The Presiding Committee prepares, in
particular, the appointment of Executive Board members, including the terms and conditions of service contracts and
remuneration proposals. The Audit Committee's task is to support the Supervisory Board in exercising its oversight function.
The Chairman of the Audit Committee is an independent financial expert and has particular knowledge and experience in the
application of accounting principles and internal control methods from his own professional practice.

The Nomination Committee consists exclusively of shareholder representatives, in keeping with the recommendation in the German
Corporate Governance Code. The task of its four members is to suggest suitable candidates for the Supervisory Board to propose
to the Annual General Meeting.

The Strategy Committee began its work after the Annual General Meeting 2016. Its task is to comprehensively advise and oversee
the Executive Board in developing and implementing the corporate strategy. It prepares the annual strategy offsite meeting for
the Supervisory Board, but does not have a mandate to take any decisions on behalf of the Supervisory Board. It comprises five
shareholder representatives and one employee representative.

CONFLICTS OF INTEREST

Executive and Supervisory Board members have a duty to act in TUI AG's best interests. In the completed FY 2018, there were no
conflicts of interest requiring disclosure to the Supervisory Board. None of the Executive Board or Supervisory Board members
has a board role or a consultancy contract with one of TUI'scompetitors.

SPECIFICATIONS PURSUANT TO SECTIONS 76 (4) , 111 (5) OF THE GERMAN STOCK CORPORATION ACT

At least 30 % of the Supervisory Board members were women and at least 30 % were men at the balance sheet date. The
Supervisory Board was therefore compliant with section 96 (2) sentence 1 of the German Stock Corporation Act. Neither the
shareholder nor the employee representatives on the Supervisory Board objected to overall compliance in accordance with
section 96 (2) sentence 2 of the German Stock Corporation Act.

The Supervisory Board resolved, in keeping with section 111 (5) of the German Stock Corporation Act, that until 31 October
2020 one woman is required to be a member of the Executive Board. This goal was achieved in the reporting period with Dr Elke
Eller's membership in the Executive Board and was exceeded since 15 July 2018 with the appointment of Ms Birgit Conix.

In turn, the Executive Board resolved, in keeping with section 76 (4) of the German Stock Corporation Act, that women should
account for 20 % of executives at the level immediately below the Executive Board and 30 % at the level below this. Both
targets are to be achieved by 30 September 2020. For this reason, TUI AG has implemented various measures over the past years
aimed at increasing the proportion of women on a long-term and sustainable basis. This includes, among other things, the
promotion of women in talent programmes and specifically addressing them in the recruitment process. In addition, at least one
woman should always be on the shortlist in the recruitment process for positions in the Senior Leadership Team. As a result of
these measures, the proportion of women at TUI AG at the first management level below the Executive Board increased from 18 %

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -40-

to 24 % and thus exceeded the target of 20 %. The proportion of women at TUI AG at the second management level below the
Executive Board was kept constant at 24 %. At these levels, however, staff turnover is generally very low. As a result, the
proportion of women can only be increased slowly. Despite all the measures taken, the suitability and qualification of
candidates for filling vacant positions are still of primary importance.

SHAREHOLDERS AND ANNUAL GENERAL MEETING

TUI AG shareholders exercise their co-determination and monitoring rights at the Annual General Meeting, which takes place at
least once a year. The AGM takes decisions on all statutory matters, and these are binding on all shareholders and the
Company. For voting on resolutions, each share confers one vote.

All shareholders registering in due time are entitled to participate in the Annual General Meeting. Shareholders who are not
able to attend the AGM in person are entitled to have their voting rights exercised by a bank, a shareholder association, one
of the representatives provided by TUI AG and acting on the shareholders' behalf in accordance with their instructions, or
some other proxy of their own choosing. Shareholders also have the opportunity of authorising the representative provided by
TUI AG via the web in the run-up to the AGM. Shareholders can, moreover, register for electronic dispatch of the AGM
documents.

The invitation to the AGM and the reports and information required for voting are published in accordance with the provisions
of the German Stock Corporation Act and provided in German and English on TUI AG's website. During the AGM, the presentations
by the chairman of the Supervisory Board and the Executive Board members can be followed live over the Internet.

RISK MANAGEMENT

Good corporate governance entails the responsible handling of commercial risks. The Executive Board of TUI AG and the
management of the TUI Group have comprehensive general and company-specific reporting and monitoring systems available to
identify, assess and manage these risks. These systems are continually developed, adjusted to match changes in overall
conditions and reviewed by the auditors. The Executive Board regularly informs the Supervisory Board about existing risks and
changes to these risks. The Audit Committee deals in particular with monitoring the accounting process, including reporting,
the effectiveness of the internal control and risk management systems and the internal auditing system, compliance and audit
of the annual financial statements.

More detailed information about risk management in the TUI Group is presented in the Risk Report. It also contains the report
on the accounting-related internal control and risk management system required in accordance with the German Commercial Code
(sections 289 (5), 315 (2) no. 5 HGB).

Risk Report see page 40

TRANSPARENCY

TUI provides immediate, regular and up-to-date information about the Group's economic situation and new developments to
capital market participants and the interested public. The Annual Report and the Interim Reports are published within the
applicable timeframes. The Company publishes press releases and ad hoc announcements, if required, on topical events and any
new developments. Moreover, the company website at www.tuigroup.com provides comprehensive information on TUI Group and the
TUI share.

The scheduled dates for the principal regular events and publications - such as the AGM, Annual Report and Interim Reports -
are set out in a financial calendar. The calendar is published well in advance and made permanently accessible to the public
on TUI AG's website.

DIRECTORS' DEALINGS

The Company was informed by Alexey Mordashov (via Unifirm Ltd.), Friedrich Joussen and Ortwin Strubelt of notifiable purchase
and sale transactions of TUI AG shares or related financial instruments by directors (directors' dealings or managers'
transactions) concerning FY 2018. Details are provided on the Company's website.

Purchase and sales transactions by members of the boards are governed by the Group Manual Share Dealings by Restricted
Persons, approved by the Executive Board and the Supervisory Board, alongside corresponding statutory provisions. The Group
Manual Share Dealings by Restricted Persons stipulates above all an obligation to receive a clearance to deal for transactions
with TUI AG's financial instruments.

ACCOUNTING AND AUDITING

TUI AG prepares its consolidated financial statements and consolidated interim financial statements in accordance with the
provisions of the International Financial Reporting Standards (IFRS) as applicable in the European Union. The statutory annual
financial statements of TUI AG, which form the basis for the dividend payment, are prepared in accordance with the German
Commercial Code (HGB). The consolidated financial statements are prepared by the Executive Board, audited by the auditors and
approved by the Supervisory Board. The interim report is discussed between the Audit Committee and the Executive Board prior
to publication.The consolidated financial statements and the financial statements of TUI AG were audited by Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, Hannover, the auditors elected by the 2018 Annual General Meeting. The audit was based on
German auditing rules, taking account of the generally accepted auditing standards issued by the German Auditors' Institute as
well as the International Standards on Auditing. It also covered the risk detection system. A review pursuant to Listing Rule
9.8.10R was carried out.

See audit opinion by the auditors on page 260

The condensed consolidated interim financial statement and management report as at 31 March 2018 was reviewed by the auditors.

In addition, a contractual agreement was concluded with the auditors to the effect that the auditors will immediately inform
the Supervisory Board of any grounds for disqualification or partiality as well as of all findings and events of importance
arising during the performance of the audit. There were no grounds to provide such information in the framework of the audit
of FY 2018.

Diversity concepts for the composition of the Executive Board and Supervisory Boards

DIVERSITY CONCEPT FOR THE COMPOSITION OF THE EXECUTIVE BOARD

The diversity concept for the composition of the Executive Board takes into account the following diversity aspects:

(a) Age

As a rule, the employment contracts of members of the Executive Board end once the standard retirement age for statutory
retirement insurance has been reached (currently 67).

(b) Gender

The Executive Board should include one woman.

The necessity for a variety of educational and professional backgrounds already arises from the obligation to manage the
company in accordance with the law, the company's articles of association and its terms of reference. In addition, the
Executive Board as a whole, through its individual members, should possess the following essential background qualities:

· management experience, some of which ideally has been acquired abroad, and intercultural competence for successful
management and motivation of global teams

· in-depth practical experience in stakeholder dialogue (i. e. with managers and employees, including their representative
bodies, with shareholders and the public)

· experience in IT management and an understanding of digitalisation of vertically integrated value chains

· profound experience in value-driven, KPI-based strategy development and implementation and corporate governance

· profound knowledge of the intricacies and requirements of the capital market (shareholder management)

· knowledge of accounting and financial management (controlling, financing)

· in-depth understanding of and experience with change management.

GOALS OF THE DIVERSITY CONCEPT FOR THE COMPOSITION OF THE EXECUTIVE BOARD

The standard retirement age on the one hand enables incumbent members of the Executive Board to contribute their professional
and life experience for the good of the company for as long a time as possible. On the other hand, adherence to the standard
retirement age is intended to promote regular rejuvenation of the board.

Inclusion of both genders in Executive Board work is on the one hand an expression of the conviction of the Supervisory Board
that mixed-gender teams lead to the same or better outcomes as teams with representation from only one gender. But it is also
the logical continuation of the gender diversity measures implemented by the Executive Board within the wider company, which
aim to increase the proportion of women in leadership roles. These measures are only to be applied and implemented in a
credible manner if the Executive Board does not consist solely of male members ('proof of concept').

A variety of professional and educational backgrounds is necessary on the one hand to properly address the tasks and
obligations of the law, the company's articles of association and its terms of reference. In addition, it is the view of the
Supervisory Board that they are a guarantee of ensuring diverse perspectives on the challenges and associated approaches to
overcoming them that are faced in the day-to-day work of the company. International management experience is of particular
importance. Without such skill and experience with integrating, leading and motivating global teams, it is impossible to take
into consideration the different cultural backgrounds of managerial staff and the workforce as a whole.

METHOD OF IMPLEMENTATION OF THE DIVERSITY CONCEPT FOR THE COMPOSITION OF THE EXECUTIVE BOARD

A key aspect of applying the diversity concept to the composition of the Executive Board is inclusion of the Supervisory Board
within the corporate organisation, as is prescribed by law, the company's articles of association and its terms of reference.

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

DJ TUI AG: Annual Financial Report - Part 2 -41-

This ensures the Supervisory Board is familiar with the strategic, economic and actual situation of the company.

In its role as overseer of the management of the Executive Board, the Supervisory Board of TUI AG makes decisions on the
allocation of business responsibilities within the Executive Board, appointments to the Executive Board and thus also
workforce and succession planning within the Executive Board. As part of that workforce and succession planning, the Presiding
Committee or the Supervisory Board itself regularly meets with the Executive Board or its members to discuss suitable internal
succession candidates for Executive Board positions (emergency, medium-term and long-term scenarios). As part of these
Supervisory Board and Committee meetings, or in preparation for them, members of the Supervisory Board have the opportunity to
meet up with so-called high potentials within the Group in a professional and personal setting. The Presiding Committee and
Supervisory Board make their own deliberations about these matters and also discuss them in the absence of the Executive
Board. This includes evaluation and possible inclusion of external candidates for Executive Board positions in the selection
process. In all of these deliberations, the above-mentioned diversity aspects of Executive Board appointments play a part in
the decision-making of the Supervisory Board. The Supervisory Board also asks the Executive Board to report twice a year on
current progress and implementation of family-friendly concepts (e. g. flexible work times and locations via, for instance,
video-conferencing, part-time options, cultural change) and concrete measures for promotion of women (e. g. at least one woman
on the final shortlist for any new or replacement appointments to roles within the senior leadership team).

RESULTS ACHIEVED IN FY 2018

With effect from 15. July 2018, Ms Birgit Conix was appointed member of the Executive Board. The target set by the Supervisory
Board that at least one woman should be a member of the Executive Board has thus been exceeded. In addition, the appointments
of Dr Elke Eller and Mr David Burling were extended for a further three years each by the respective Supervisory Board
resolutions and the signing of the corresponding contracts in December 2017 (see overview of the Executive Board on page 114).
It is the view of the Supervisory Board that Ms Conix. Dr Eller and Mr Burling among other things through their professional
careers, their wide-ranging international experience and by virtue of their diverse professional histories and individual
backgrounds, will contribute to the diversity of the Executive Board. For anyone interested in further information, the CVs of
these and all other members of the Executive Board are available on the company website, as well as further details
communicated about the appointment decisions of the Supervisory Board.

DIVERSITY CONCEPT FOR THE COMPOSITION OF THE SUPERVISORY BOARD

The diversity concept for the composition of the Supervisory Board takes into account the following diversity aspects: The
terms of reference of the Supervisory Board of TUI AG stipulate a standard age limit of 68 for elections to the Supervisory
Board. Furthermore, the Supervisory Board has determined a standard limit for membership of the Supervisory Board in
accordance with the recommendation in point 5.4.1.(3) of the DCGK. As well as the statutory gender quota (section 96(2)(1) of
the German Stock Corporation Act, (AktG) the Supervisory Board has set itself further goals in relation to its composition.
These include e. g. the kind of international character and sector experience that diverse educational and professional
backgrounds provide. Application of the law about the codetermination rights of employees also contributes greatly to ensuring
diverse educational and professional backgrounds within the Supervisory Board of TUI AG.

GOALS OF THE DIVERSITY CONCEPT FOR THE COMPOSITION OF THE SUPERVISORY BOARD

The Supervisory Board is convinced that the diversity of its own composition sends an important signal both inside and outside
the company. The age limit and standard membership term have the goal on the one hand of finding and retaining suitable
candidates. Members of the board must possess sufficient professional experience and personal suitability for the position and
have the necessary time available to perform the role. After familiarisation with the business model and the peculiarities of
a vertically integrated company, the Supervisory Board considers the stability of board composition in the sense of continuity
of corporate development to be equally important. On the other hand, the Supervisory Board should be looking at new approaches
and new ideas on a regular basis, in order to further the continual development of the company and the business model. The
Supervisory Board considers the age limit and standard membership term to be worthwhile instruments for achieving both goals.

Other goals in relation to composition (including international character and sector experience) reflect the demands placed on
the advisory and oversight body and its role within a globally active Group of companies operating in a challenging
competitive environment. Multicultural and international experience of corporate integration is equally as important for this
as knowledge of the value drivers and success levers of the sector. In all of this, the effect and cultural features of the
so-called stakeholder approach of a social market economy must be taken into account, which is also ensured on the Supervisory
Board by the codetermination of employee representatives.

METHOD OF IMPLEMENTATION OF THE DIVERSITY CONCEPT FOR THE SUPERVISORY BOARD

Implementation of the goals pursued by the diversity concept is assured by the anchoring of its key components in law and in
the company's terms of reference as well as the requirement for a Declaration of Compliance in accordance with section 161 of
the German Stock Corporation Act (AktG) on Corporate Governance within the company. As far as the shareholder side of the
Supervisory Board is concerned, the Nomination Committee ensures that the binding and voluntary targets for the composition of
the Supervisory Board are met. As part of regularly conducted efficiency audits, the Supervisory Board also undertakes a
self-evaluation process, which includes aspects of its composition.

RESULTS ACHIEVED IN FINANCIAL YEAR 2018

In the current financial year, no changes have been made to the diversity concept or the composition of the Supervisory Board.
In accordance with the recommendation in point 5.4.1 (2) of the German Corporate Governance Code (version dated 7 February
2017) the Supervisory Board in its resolution of 14 September 2017 issued a competency profile for the composition of the
board as a whole.

Since his election to the Supervisory Board at the 2018 Annual General Meeting, Dr Dieter Zetsche has made a very valuable
contribution to the diversity of the Supervisory Board thanks to his extensive international experience and his extensive
experience in the management of a major global corporation. From the point of view of the Supervisory Board, there is
currently no further need for action in relation to diversity. On the shareholder side, both genders are equally represented,
(50:50), and in terms of the board as whole, the proportion of women of 35 % is in excess of the statutory quota. With six
different nationalities represented on the Supervisory Board, its composition can be described as international. The diversity
of professional and educational backgrounds of the individual members of the board is also evident from the yearly updated CVs
of Supervisory Board members published on the corporate website.

Compliance / Anti-corruption and anti-bribery

TUI Group's Compliance Management System is a fundamental component in our commitment to entrepreneurial, environmental and
socially responsible operations and management. It forms an indispensable part of TUI Group's corporate culture and our
corporate governance activities.

The strategic goal of TUI Group's Compliance Management System is to prevent misconduct and avoid liability risks for the
Company, its legal representatives, executives and employees and protect the reputation of the Company.

Compliance Management System

TUI Group's Compliance Management System is based on a risk management approach and is built around three pillars: prevention,
discovery and response, which, in turn, comprise a large number of internal measures and processes.

TUI Group's Compliance Management System focuses on the legal sub-areas anti-corruption, competition and anti-trust law, data
protection and export controls. It defines the related pilot and standard operation of the Compliance Management System and
the documentation of the roles, responsibilities and processes in these areas.

The Compliance Management System applies to TUI AG and all German and foreign companies in which TUI AG directly or indirectly
holds an interest of more than 50 % as well as other stakes directly or indirectly controlled by TUI AG ('managed Group
companies'). Implementation of the Compliance Management System is recommended for investments not controlled by TUI AG
('non-managed Group companies'). The Compliance Management System has been designed to meet the requirements of Auditing
Standard PS 980 of the German Institute of Auditors.

Compliance structure

TUI Group's Compliance structure supports those responsible in their task of communicating values and rules and anchoring them
in the Group. It ensures that Compliance requirements are implemented throughout the Group in different countries and
cultures. TUI Group's decentralised Compliance structure includes Head Compliance Officers, whose role is to implement and
support the requirements of Group Legal Compliance. Under the aegis of the Chief Legal Compliance Officer, Group Legal

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

Compliance works with the decentralised Compliance Officers to perform the following tasks at different management levels:

· Raising awareness of Compliance and the technical issues allocated to Legal Compliance

· Achieving the goals of the Code of Conduct and the Compliance Rules

· Providing training

· Advising managers and employees

· Securing the necessary exchange of information

· Monitoring plans for national and international legislation

· Providing regular quarterly reports to the Board and annual reports to the Audit Committee of the Supervisory Board

In addition, the Group has a Compliance Committee headed by the CFO and consisting of the HR Director, the Heads of Group
External Affairs and Communications, the Chief Legal Compliance Officer, Group Audit and representatives of the Group Works
Council and the TUI Europe Forum. The committee meets on a regular basis as well as ad hoc in order to monitor implementation
of the Compliance Management System and obtain reports about key indicators in this area.

Compliance culture

The Compliance culture forms the basis for an appropriate, effective Compliance Management System. It reflects management's
fundamental attitude and conduct and the role of the supervisory body. It is expressed in our corporate value 'Trusted',
appealing to our employees' personal responsibility and their honesty and sincerity in handling customers, stakeholders and
employees.

Code of Conduct / Suppliers' Code of Conduct

The Code of Conduct, drawn up for the entire TUI Group, is a further embodiment of our Compliance culture and enshrines
guiding principles for everyone to follow, from the Board members, executives and senior management to every Group employee.
It defines minimum standards for our employees to follow in their everyday work and in conflict situations. TUI's Code of
Conduct covers anti-corruption, avoiding conflicts of interest and handling invitations and gifts appropriately.

The Suppliers' Code of Conduct forms the counterpart to TUI's Code of Conduct. It details our ethical, social and legal
expectations of our business partners.

Moreover, all business partners are required by contract to observe all national and international anti-corruption laws
applicable to the supplier relationship. This places our business relationship with our partners on a solid legal and social
basis.

Compliance Rules

In addition, the principles set out in the Code of Conduct are detailed in various policies and rules reflecting the legal
requirements. This is supported by our Group-wide policy management, developing the standards for Group-wide policies and
coordinating incorporation of the relevant internal stakeholder groups, e. g. other departments and the works council. This
approach is designed to provide TUI Group with a set of policies which are as complete and comprehensible as possible without
seeking overregulation. TUI Group's Compliance Rules offer guidance on appropriate conduct regarding gifts and invitations,
data protection and compliance with trade sanctions. All groups of employees have thus been acquainted with policies of
relevance to their everyday work.

Compliance risk analysis

In the financial year under review, the Compliance Programme focused on various issues including data protection, protecting
free and fair competition, anti-corruption measures and the handling of trade sanctions. A software is used, in particular for
the above topics, to facilitate risk identification based on self-disclosure by TUI Group companies, with risks evaluated
according to likelihood of occurrence and potential damage (including reputational damage). The results of the self-assessment
are discussed with the companies affected and are included in a Group-wide risk evaluation process. The results of the
compliance risk identification process are used to derive corresponding risk-minimising measures, which are included in the
annual plan of Group Legal Compliance and agreed with the relevant bodies. Monitoring of the implementation of the measures is
automated.

Risk analysis and prevention also includes the annual survey among 1,189 legal representatives and executives of TUI Group to
identify potential conflicts of interest. Through the survey they have to provide information on any interests held in TUI
Group competitors or key business partners as well as other issues of relevance to Compliance. The survey carried out in the
financial year under review was completed by 100 % of the respondents. No indications were found suggesting that there were
any conflicts of interests.

EU General Data Protection Regulation (GDPR)

With the EU GDPR taking effect on 25 May 2018, data protection, which was already a key priority for TUI Group, was stepped up
in the financial year under review. Many measures were initiated both at Group level and in local companies, e. g. the
structured coordination of all specialist data protection functions within the Company and the appointment of Data Protection
Officers in nearly all relevant TUI Group companies (data protection governance). One of the key measures was the roll-out of
online training on data protection in TUI Group companies from June 2018. By the end of FY 2018, 78 % of the target employees
had completed the training. The training is still being carried out in some parts of the organisation.

Compliance training

Compliance training is a key element of TUI's Compliance Management System, with its focus on preventing misconduct, and a
crucial component of TUI Group's Compliance culture. It is carried out according to a graded concept: managers and staff at
TUI have all benefited from face-to-face teaching and online programmes. This enables all our executives and employees to
acquaint themselves with Compliance and the underlying corporate values, regardless of their position in the company hierarchy
and their geographical location. In the completed financial year, the training programme for new employees and risk groups was
extended to include new concepts and allow for harmonisation. In addition, TUI companies and sectors offered training schemes
with their own specific focus, e. g. anti-corruption, competition law or the appropriate handling of gifts and invitations, to
raise awareness of the challenges they might face.

Whistleblower system

In agreement with various stakeholder groups TUI offers its managers and employees a Group-wide whistleblower system to enable
serious infringements of laws or of the corporate values anchored in TUI's Code of Conduct to be reported anonymously and
without reprisals. This whistleblowing system is currently available to staff in 53 countries. All reports are followed up in
the interests of all stakeholders and the Company. Our top priority is to ensure confidentiality and handle information
discreetly. In FY 2018, a communication campaign was carried out to remind employees of the existing whistleblower system. Any
incidents resulting from the use of the whistleblower system are reviewed by Group Legal Compliance in conjunction with Group
Audit. Infringements are fully investigated in the interests of all our staff and the Company itself.

In the completed financial year, a total of 70 reports were received through the SpeakUp Line. Apart from the SpeakUp Line,
employees also used the opportunity to directly report infringements to their line managers, the Compliance contact in charge
or the Compliance Mailbox. A further 13 reports were received through these channels. They were followed up whenever there
were any indications suggesting potential infringements of internal policies or the law. Out of the 83 reports submitted in
total, 24 cases initially presented prima facie indications of a Compliance infringement, leading to further investigations
which in four cases resulted in disciplinary measures, culminating where appropriate in terminations of employment contracts.

In the financial year under review, there were no infringements of a severe nature that would have given rise to a
publication.

Business partner screening (due diligence)

The risk analysis carried out by Compliance shows that there is a risk of active and passive corruption because we operate in
countries with a high corruption index. Moreover, the risk of TUI business partners being subject to trade sanctions or
similar listing cannot be ruled out.

Group Legal Compliance therefore performs software-based screenings of selected business partners at regular intervals. The
process involves checking the names of business partners against international sanctions, terrorist and wanted persons lists.
In the event of a match, we launch a range of measures, in extreme cases terminating the business relationship.

In FY 2018, we used this process to check 11,286 business partners against Compliance criteria. The screening software
initially flagged 9,697 of these business partners as potential 'hits' as their names were identical with or similar to names
included in sanctions lists. These potential 'hits' were then further investigated. In nine cases, the business organisation
cooperating with the business partners in question were briefed about the results of the review, enabling them to implement
further security measures.

Remuneration Report

A. Introduction

The remuneration report outlines the remuneration of the members of the Executive Board of TUI AG as well as the remuneration
of the members of its Supervisory Board in accordance with the articles of association. The remuneration report is based, in
particular, on the recommendations of the German Corporate Governance Code (GCGC), the requirements of the German Commercial
Code (Handelsgesetzbuch) and the German Stock Corporation Act (Aktiengesetz) and, to the extent practicable, the requirements
of the UK Corporate Governance Code (UK CGC).

TUI AG is a German stock corporation that is also listed on the London Stock Exchange (LSE). Where mandatory provisions

(MORE TO FOLLOW) Dow Jones Newswires

December 13, 2018 02:19 ET (07:19 GMT)

Großer Insider-Report 2024 von Dr. Dennis Riedl

Wenn Insider handeln, sollten Sie aufmerksam werden. In diesem kostenlosen Report erfahren Sie, welche Aktien Sie im Moment im Blick behalten und von welchen Sie lieber die Finger lassen sollten.

Hier klicken

	Indizes	Kurs	%	News 24 h / 7 T	Aufrufe 7 Tage


	Aktien	Kurs	%	News 24 h / 7 T	Aufrufe 7 Tage


	Xetra-Orderbuch


	Fonds	Kurs	%


	Devisen	Kurs	%


	Rohstoffe	Kurs	%


	Themen	Kurs	%



Erweiterte Suche

TUI AG: Annual Financial Report - Part 2 -42-