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Expert Corporate Governance Service (ECGS)
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Tui - February 19th, 2019

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

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

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

Underlying
TUI AG

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

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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