TUI AG. oneshare EMPLOYEE SHARE PURCHASE PROGRAMME. Plan terms and conditions

Transcription

1 TUI AG oneshare EMPLOYEE SHARE PURCHASE PROGRAMME Plan terms and conditions effective from 01 February

2 - 2 - Table of contents Table of contents... 2 Definitions... 4 Preamble... 8 Section 1 Underlying shares Section 2 Execution of the ESPP Section 3 Eligible Employees Section 4 Offer to participate in the ESPP Section 5 Minimum and Maximum Investment Amount Section 6 Offer Period Section 7 Voluntary nature of participation Section 8 Declaration of acceptance Section 9 Handling payment of the Investment Amount Section 10 Reference Price for determining the virtual shares Section 11 Transfer of Investment Shares Section 12 Administration of the plan and Custody Account Section 13 Right to dividends and other shareholder rights Section 14 Lock-up Period Section 15 Entitlement to Matching Shares Section 16 Fulfilment of the entitlement to Matching Shares Section 17 Reservation of cash settlement Section 18 Adjustments in the case of intervening events between acquisition of Investment Shares and supply of the Matching Shares... 24

3 - 3 - Section 19 Group-internal transfer, end of the employment relationship and loss of entitlements Section 20 Structural changes Section 21 Ending of custody of shares Section 22 Withholding of taxes and contributions / Costs Section 23 Information and advice on risk to Plan Participants Section 24 Data processing and data privacy Section 25 Closing provisions... 32

4 - 4 - Definitions Bad Leaver Central Grant Closed Period Company A Plan Participant whose employment relationship ends as defined in Section 19 (4); The general Offer to participate in the ESPP is made by the Company to all Eligible Employees employed at the Participating Group Companies; The Company has resolved upon so-called Closed Periods during which no TUI employee is allowed to deal with the Company s financial instruments, including the Company s shares. The purpose of Closed Periods is, amongst others, to protect TUI employees from even the suspicion of potential insider dealing during such times. An overview of Closed Periods for the Company is published in the TUI Group intranet. TUI AG with its statutory seats in Hannover and Berlin, Germany and registered with the local court of Hannover under HRB 6580 and the local court of Berlin-Charlottenburg under HRB 321; Company Shares Shares in the Company as defined in Section 1; Custody Account Determinations A common trustee share deposit account as referred to in Section 12. The determinations the Company s Executive Board shall make about the issuing of a plan tranche (after the Company s Supervisory Board approved the issuing of Company Shares through a capital increase in general) under the ESPP as

5 - 5 - determined in Section 2; Eligible Employees An employee of the Company or any Participating Group Company who fulfils the preconditions of participation as laid out in Section 3 (1) and/ or is entitled to participate in the ESPP according to Sections 2 (1) and 3 (2), subject to the discretion of the Executive Board of the Company; ESPP The Company s oneshare Employee Share Purchase Programme in its present form or as amended from time to time; Fractional Share Good Leaver Heirs Inside Information A pro rata entitlement regarding a Company Share, according to Section 11 (3) and carrying the Shareholder rights as defined for such Fractional Share in Section 13. A Plan Participant whose employment relationship ends as defined in Section 19 (5); Heirs and/ or legatees of the Plan Participant as referred to in Section 19 (5); Precise information, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments (i.e. Company s shares) and which, if it were made public, would be likely to have a significant effect on the price of those financial instruments. Inside Information is for example non-public information about unexpected - positive or negative - results in quarterly reports or the annual report (including the outlook), a substantial change in the strategy of the company or large M&A-transactions. The complete definition can be found in the Group Policy Treatment and Disclosure of Inside Information.

6 - 6 - Investment Amount Investment Period Investment Shares Local Grant Lock-up Period Matching Shares Maximum Investment Amount The full amount in EUR, which Eligible Employees will invest monthly out of the regular net amount of their remuneration subject to the limits of the Minimum Investment Amount and the Maximum Investment Amount as referred to in Section 5; The period, as determined in accordance with Section 2, over which the monthly Investment Amount is retained or paid every month and converted into virtual shares every month Company Shares, which are registered in the Custody Account of a Plan Administrator in accordance with the total number of virtual shares following the end of the Investment Period and, under certain conditions, entitle Plan Participants to the free allocation of Matching Shares; The Offer to participate in the ESPP, made by the Participating Group Company with whom the Eligible Employee has an employment relationship at the start of the Offer Period; The period, as determined in Section 14 or by the Company s Executive Board according to Section 2, during which Investment Shares (or Fractional Investment Shares) from a plan tranche must not be sold by the Plan Participant, encumbered by other means or transferred from the Plan Administrator s trust and Custody Account to a private securities deposit account; Company Shares, which are allocated to Plan Participants following the respective Lock-up Period and subject to the fulfilment of the preconditions according to Section 15 (2); The maximum monthly amount to be invested per Eligible Employee as referred to in Section 5;

7 - 7 - Minimum Investment Amount Offer Offer Period Participating Group Companies Plan Administrator Plan Participants Reference Price Restricted Person The minimum monthly amount to be invested per Eligible Employee as referred to in Section 5; The information on the opportunity provided by the Company or Participating Group Company to Eligible Employees to acquire Investment Shares by participating in the ESPP; The period during which an Offer to participate in the ESPP is made to Eligible Employees and during which Eligible Employees may accept such Offer according to Section 6; Selected Group companies in the sense of Section 18 of the German Stock Corporation Act (Aktiengesetz), whose employees may be granted the opportunity to participate in the ESPP; A service provider and/or a bank, which provide services for the administration of the ESPP as determined in Section 12; Employees of the Company or of a Participating Group Company participating in the ESPP; The basis for converting the respective monthly Investment Amount into virtual shares as determined in accordance with Section 10; This definition comprises - all Persons Discharging Managerial Responsibilities ( PDMR ) of TUI AG, i.e. members of the Supervisory and the Executive Board, - the members of the Group Executive Committee (GEC) and - employee insiders according to the Group Policy

8 - 8 - Treatment and Disclosure of Inside Information. Structural Change A Participating Group Company, the business unit (Betrieb) or part business unit (Betriebsteil), where the Plan Participant is employed on grounds of an employment contract, leaves the TUI Group due to e.g. sale or other measures, or the Company's continuous, direct or indirect majority shareholding in the Participating Group Company ends or the dependency relationship of the Participating Group Company to the Company ends for other reasons according to Section 20.

9 - 9 - Preamble (1) TUI AG ("Company") is the parent company of the TUI Group, one of the biggest tourism companies in the world. With the aim of boosting identification with the TUI Group and promoting company loyalty, the Company has decided to introduce a standardised employee share purchase programme. The oneshare employee share purchase programme ( ESPP ) is intended to encourage a common corporate culture and long-term commitment from employees. (2) To that end, employees of the Company and employees of selected Group companies in the sense of Article 18 of the German Stock Corporation Act (Aktiengesetz) ("participating Group Companies") are to be granted the opportunity to acquire TUI AG shares ("Company Shares"). Employees of the Company or of a Participating Group Company participating in the ESPP ("Plan Participants") determine the amount of their monthly investment within the Offer Period. During the Investment Period, the monthly amount is retained and converted monthly into a number of virtual shares in the Company. Following the end of the Investment Period, Company Shares to the benefit of the Plan Participant are registered in the Custody Account of a Plan Administrator ("Investment Shares"), in accordance with the total number of virtual shares. The Investment Shares entitle Plan Participants, under certain conditions, to the free allocation of further shares in the Company ("Matching Shares"). (3) Subject to respective decision of the Company's Executive Board (considering, amongst others, Article 187 paragraph 1 German Stock Corporation Act (Aktiengesetz)) it is possible under the ESPP to issue several plan tranches via an Offer to acquire Investment Shares (respectively an "Offer"). (4) Employees of the Company and of the Participating Group Companies entitled to participate are determined by the Company's Executive Board per plan tranche ("Eligible Employees").

10 (5) The plan terms and conditions set out below define the requirements, conditions and procedures for implementing the ESPP in the Company and in the participating Group Companies. Section 1 Underlying shares The Company Shares are - subject to any decision of the Company's Executive Board deviating from this, in accordance with Section 2 (1) letter (g) - registered ordinary shares as no-par value shares in the Company. Currently, Company Shares are listed under the securities identification number ISIN DE000TUAG000 on the stock exchange in Frankfurt am Main in XETRA trading (WKN TUAG00) and listed on the London Stock Exchange (SEDOL B11LJN4) and in each case carry voting and dividend rights, whereby for the ESPP Company Shares with ISIN DE000TUAG000 are relevant. Insofar as new shares are issued following a capital increase which have a different entitlement, these new Company Shares may bear different securities identification numbers. Section 2 Execution of the ESPP (1) The Company's Executive Board shall determine at its own discretion about the issuing of a plan tranche under the ESPP and the arrangements for that issue. A decision to issue a plan tranche includes at least the following determinations ("Determinations"): a) The issue of a respective plan tranche and the specification of the participating Group Companies; b) The determination of the employees or groups of employees to whom an Offer is to be made and the decision regarding from whom the corresponding employees or groups of employees respectively receive the Offer to participate

11 (Offer centrally from the Company or locally from the Participating Group Company); c) Start date and duration of the Offer ("Offer Period") that must not be made in one of the Company s Closed Periods; d) The minimum and maximum monthly amount to be invested per Eligible Employee ("Minimum Investment Amount" or "Maximum Investment Amount") in EUR and the start date and duration of the period over which the monthly Investment Amount shall be retained (Investment Period"); e) The Reference Price, where this is to be determined other than as indicated in Section 10, and information on the awarding of a discount in accordance with Section 10 (2); f) The presumable budget; g) The nature and origin of the Company Shares; h) The ratio in which Investment Shares shall entitle a Plan Participant, following the expiry of the Lock-up Period, to one Matching Share in each case, insofar as this might deviate from the ratio in principle determined in Section 15; i) The duration of the Lock-up Period, insofar as this might deviate from the period in principle determined in Section 14. The resolution of the Executive Board to increase the share capital of the Company by way of authorized capital to issue Company Shares to employees under exclusion of shareholder s pre-emptive subscription rights shall require a Supervisory Board approval according to the Company s Articles of Association (Satzung). (2) The Company's Executive Board may determine deviating terms and conditions for individual countries and Participating Group Companies. The determinations arrived at with regard to a plan tranche and the associated Offer (including possible countryspecific deviations) become a constituent part of the plan terms and conditions by

12 means of reference. The plan terms and conditions for the individual plan tranches may deviate from one another. (3) The responsible corporate body (Organ) or the company management of each Participating Group Company shall provide all necessary explanations and shall undertake those measures necessary under the respective national law for implementing the respective plan tranche at the respective Participating Group Company. Details of the group-internal implementation and execution of the ESPP are governed by an agreement concluded between the Company and the Participating Group Company, which determines the rights and obligations of the Company and of the respective Participating Group Company. (4) All Offers made under the ESPP represent voluntary benefits by the Company or the Participating Group Companies and in terms of both their nature and their amount they do not constitute any entitlement to future grants of Company Shares or to comparable instruments of remuneration. Even in the event of a continued or repeated dissemination of Offers under the ESPP, there is no legal entitlement of employees to a continued or repeated Offer or a benefit of equivalent value in the future (reservation of voluntary nature). The Company's Executive Board shall decide separately, at its own discretion in each case and in accordance with applicable law, the Company s Articles of Association and corresponding bylaws whether and under which terms and conditions a further plan tranche is issued under the ESPP. If a further plan tranche is issued, then with regard to this issue the plan terms and conditions relevant for this future plan tranche and the respective decision of the Company's Executive Board shall be applicable solely. Section 3 Eligible Employees (1) As a precondition of participation, the employees must have been in an uninterrupted permanent or fixed-term employment relationship on which no notice of termination has been served (including apprenticeships, trainee programmes or

13 part-time employment) with the Company or with a Participating Group Company for at least six months at the start of the respective Offer Period; in addition, by the start of a respective Offer Period no termination agreement shall have been concluded. The members of the Executive Board of the Company and comparable corporate executive or management bodies (Geschäftsführungsorgan) or functions of Participating Group Companies are not entitled to participate in the ESPP. Employees of the Company or of Participating Group Companies who simultaneously hold a (non-)executive function, i.e. as a member of the Executive or the Supervisory Board or of comparable corporate bodies (Geschäftsführungs- or Aufsichtsorgan) of the Company or of a Participating Group Company in general may participate in the ESPP in their capacity as an employee. (2) Irrespective of the provision above, it remains reserved to the Company's discretion to determine, in the decision of the Executive Board regarding a respective plan tranche, whether an employee shall be entitled to participate or not. Section 4 Offer to participate in the ESPP (1) As part of the Offer to participate in the ESPP, which is made subject to the shareholders pre-emptive subscription rights which the Company s Executive Board plans to exclude in its resolution for the capital increase with the approval of the Company s Supervisory Board, the Eligible Employees shall, during the Investment Period, on the basis of an amount in EUR determined by the persons themselves according to Section 5 below, receive an allocation of virtual shares via the use of an internet-based administration platform, which will be registered as Investment Shares after the end of the Investment Period after the capital increase in the Plan Administrator's Custody Account to the benefit of the Plan Participant following a Lock-up Period and shall additionally lead to an allocation of free Matching Shares under the further conditions set out in Section 15. The Company's Executive Board may determine another possibility for dissemination of the Offer.

14 (2) The Company's Executive Board shall determine, when issuing a plan tranche, whether the actual Offer to participate in the ESPP is made as a whole by the Company ( Central Grant ) or alternatively by the Participating Group Company with whom the Eligible Employee has an employment relationship at the start of the Offer Period ("Local Grant"). (3) To Restricted Persons the Offer will be made subject to a separate pre-approval process on the basis of the TUI AG Share Dealing Code. General restrictions to participate in the ESPP may apply for Restricted Persons also from applicable law (a.o. Directive (EU) 596/2014). Section 5 Minimum and Maximum Investment Amount (1) Concerning the acquisition of Investment Shares, in its decision regarding the issue of a respective plan tranche the Company's Executive Board shall determine the respective monthly Minimum Investment Amount and the monthly Maximum Investment Amount. (2) Eligible Employees have a free choice of a full amount in EUR within these limits which they will invest monthly out of the regular net amount of their remuneration ("Investment Amount"). The monthly Investment Amount is retained every month respectively over the Investment Period of a plan tranche and converted monthly into virtual shares. (3) For Eligible Employees with an employment contract outside the European Currency Union area or Eligible Employees who do not receive their remuneration in EUR, the Company's Executive Board shall, in its decision regarding the issue of a respective plan tranche, determine corresponding monthly Minimum and Maximum Investment Amounts in local currency.

15 Section 6 Offer Period (1) Acceptance by the respective Eligible Employees entitled to participate in an Offer made in accordance with Section 4 to participate in the ESPP is only possible within the Offer Period. (2) The Offer Period shall be determined by the Company's Executive Board in its decision regarding the issue of a respective plan tranche. The Company's Executive Board may determine an extension to the Offer Period under certain circumstances. (3) The Offer Period always will be outside the Company s Closed Periods. Section 7 Voluntary nature of participation Participation in the ESPP is voluntary for all Eligible Employees, and is in the sole discretion of the individual Eligible Employee. A written declaration of consent from the legal guardians is required for participation in the ESPP by persons who have not reached the age of majority. Section 8 Declaration of acceptance (1) The Offer to acquire Investment Shares by Eligible Employees basically is accepted with nomination of the monthly Investment Amount within the respective Offer Period. The declaration of acceptance, in general, can be amended or revoked at any time until the end of the Offer Period by the Eligible Employee. The lastsubmitted declaration of acceptance becomes effective, deferred in application until the end of the respective Offer Period, if at that time an un-terminated employment relationship continues to exist with the Company or with a Participating Group Company. When the declaration of acceptance takes effect, the Eligible Employee is obliged as a Plan Participant to make monthly payments of the

16 Investment Amount over the Investment Period. The Investment Amount and the monthly payments cannot be amended or revoked throughout the Investment Period. (2) Restricted Persons must not accept the Offer before they have evaluated individually and in their sole responsibility whether they can make a legally proper use of the Offer, have applied for a written confirmation under the TUI AG Share Dealing Code ( Permission to Deal ) and got this Permission to Deal granted within the Offer Period. Notwithstanding Section 8 (1) sentence 1, Restricted Persons that got granted a Permission to Deal are only allowed to amend or to revoke their nominations until the end of the Offer Period if this happens without being in possession of Inside Information and on the basis of a new Permission to Deal. For PDMRs further obligations, i.e. but not limited to, towards the financial conduct authorities may result from the acceptance of the Offer. (3) The declaration of acceptance and the associated consent to the plan terms and conditions is given using a provided internet-based administration platform. The Company's Executive Board may determine another possibility for submission of declarations of consent. Declarations of consent which are only received after the end of the Offer Period are not taken into consideration and the respective employee cannot participate in the ESPP. (4) Eligible Employees who participate in the ESPP are obliged to conclude the trust and custody agreement in the sense of Section 12 below with the Plan Administrator. Section 9 Handling payment of the Investment Amount (1) The monthly Investment Amount is retained from the Plan Participant's net remuneration via the salary settlement, insofar as is possible and legally permitted. Where retention is not possible, the Company or the Participating Group Company may determine other suitable payment methods.

17 (2) Country-specific or Participating Group Company-specific features relating to salary settlement or the payment procedure are advised to the Plan Participants by the Company or the respective Participating Group Company. (3) If the monthly Investment Amount cannot be retained from the Plan Participant s remuneration via the salary settlement (e.g. where a Plan Participant is on parental leave or the continued payment of sick pay by the employer (long-term sickness) expires) during the Investment Period for a plan tranche, the Plan Participant must, without prejudice to Section 9 (1) sentence 2, suspend the monthly Investment Amount for the remainder of the Investment Period. Where the contractually-agreed working time reduces from full time to part time or is (further) reduced in part-time working, the Plan Participant may suspend the monthly Investment Amount for the remainder of the Investment Period. (4) On behalf of the Plan Participant, the Company or Participating Group Company will pay the monthly Investment Amount retained to the Plan Participant s trust account held by the Plan Administrator. Section 10 Reference Price for determining the virtual shares (1) The basis for converting the respective monthly Investment Amount into virtual shares is the arithmetical average of the closing prices of the Company Shares in XETRA trading on the Frankfurt Stock Exchange (or a successor system introduced in its place) on the last five market trading days of the month in which the withholding from remuneration occurs ( Reference Price ). (2) The Company's Executive Board may, at its own discretion, determine a reduction on the Reference Price as a discount for the respective plan tranche in accordance with Section 2 (1) letter (e). (3) Following the end of a month in which the withholding from remuneration is undertaken, the monthly Investment Amount in accordance with Section 5 shall be

18 divided by the Reference Price in accordance with Section 10 (1), taking account of any possible discount in accordance with Section 10 (2). The number of virtual shares resulting thereof shall be commercially rounded (kaufmännisch gerundet) to at least the third decimal point after the comma. In cases falling under Section 9 (3), the entitlements already acquired with respect to virtual shares before the Investment Amounts had been suspended remain unaffected and continue to apply. (4) For Plan Participants with an employment contract outside the European Currency Union area or Eligible Employees who do not receive their remuneration in EUR, the monthly Investment Amount shall be converted into euros. The relevant figure for the monthly conversion is the actually-realised exchange rate, taking into account the exchange rate spreads and possible charges incurred. Section 10 (3) shall apply accordingly for the calculation of the number of virtual shares. Section 11 Transfer of Investment Shares (1) Following the end of the Investment Period, Investment Shares are registered in the Plan Administrator's Custody Account to the benefit of the Plan Participant. The number of registered Investment Shares corresponds to the total number of virtual shares arising for the Plan Participant in the Investment Period. (2) The Investment Shares will be generated from the authorized capital according to the Company s Articles of Association by a capital increase. Neither the translation of virtual shares into Investment Shares nor the granting to the Plan Participant must happen during a Company s Closed Period. (3) A remaining calculated fraction of an Investment Share does not grant shareholder rights; it represents only a calculated pro rata entitlement regarding a Company Share ("Fractional Share"). The further details are stipulated in the trust and custody agreement in the sense of Section 12.

19 Section 12 Administration of the plan and Custody Account (1) To execute the ESPP, the Company has commissioned a service provider and a bank ( Plan Administrator ) to handle administration of the ESPP. The Plan Administrator also provides, in connection with this, trustee and deposit services with regard to the Company Shares to be transferred or allocated under the ESPP. (2) All Company Shares allocated to Plan Participants as part of the ESPP are registered in a common trustee share deposit account in the Plan Administrator's name by the Plan Administrator and held there in a fiduciary capacity ("Custody Account"). (3) To that end, each Plan Participant shall conclude a separate trust and custody agreement with the Plan Administrator in connection with his declaration of acceptance. As an example of this trust and custody agreement the version for Plan Participants of the Company and of the Participating Group Companies with their registered office in the Federal Republic of Germany is attached as an appendix to these plan terms and conditions. As the case may be, the trust and custody agreement shall be adapted in a country-specific manner and shall then correspondingly be made available by the Company, a Participating Group Company or the Plan Administrator. Conclusion and execution of the trust and custody agreement is a condition for participation in the ESPP and for transfer of the Company Shares. (4) In the event of termination of the Company's administration agreement with the Plan Administrator and a continuation of the ESPP, the Company shall ensure that suitable services to continue the ESPP are provided by another Plan Administrator instead, whose commissioning is in the sole discretion of the Company. In this case, the Plan Participant undertakes to make all declarations and to undertake all actions that are necessary for the termination of the trust and custody agreement and for the commissioning of a new Plan Administrator.

20 (5) The principles of procedure set out above may be adjusted by the Company and replaced by other principles of procedure, insofar as this is necessary for a particular group of Plan Participants for tax or other reasons. Section 13 Right to dividends and other shareholder rights (1) Following the actual recording of shares in the Plan Administrator's Custody Account, the corresponding voting and dividend rights are due to the Plan Participant as the trustor, with Fractional Shares not granting any corresponding shareholder rights. However, Fractional Shares entitle the Plan Participant to allocation of a corresponding pro rata dividend equivalent. (2) Observing the provisions in the trust and custody agreement, the dividend or the dividend equivalent in the case of Fractional Shares is not paid out to the Plan Participants, but is reinvested in Company Shares, after deduction of tax and other contributions, if any, as long as the Investment Shares attributable to the Plan Participant are held in the Plan Administrator's Custody Account as indicated in Section 12. Additional Company Shares and/or Fractional Shares are thereby credited to the Plan Participant. The processing is handled by the Plan Administrator. (3) Deviating from the arrangements in Section 14, the Plan Participant basically may dispose at any time over the Company Shares (or Fractional Shares) resulting from a dividend reinvestment. Subject to the reservation of Section 14 and taking into consideration the provisions of the trust and custody agreement, the Plan Participant may transfer his shares from the Custody Account to his personal securities deposit account; similarly, he generally may sell them directly from the Custody Account. In each case, the Plan Participant must consider the provisions concerning Inside Information and Closed Periods. Moreover, Restricted Persons must have a Permission to Deal also for the disposal of Company Shares resulting from dividend reinvestment.

21 (4) The Company Shares to be bought from re-invested dividends will be acquired at the stock market. Neither the acquisition nor the granting to the Plan Participant must take place during Closed Periods. For PDMRs further notification obligations towards financial conduct authorities might occur from receiving or disposing Company Shares from dividends. Section 14 Lock-up Period (1) Investment Shares (and Fractional Investment Shares) are subject to a Lock-up period of two (2) years, unless a deviating duration was specified in accordance with Section 2 (1) letter (i) ("Lock-up Period"). The Lock-up Period begins with the first day of the month of the registration in the Custody Account and ends following the end of the corresponding years of the Lock-up Period in accordance with Sections 187, 188 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). (2) Within the respective Lock-up Period, Investment Shares (or Fractional Investment Shares) from a plan tranche must not be sold by the Plan Participant, encumbered by other means or transferred from the Plan Administrator's trust and Custody Account to a private securities deposit account; exempted from this are disposals or transfers necessary as part of the plan administration. The Plan Administrator shall not execute any orders for disposal of the Investment Shares (or Fractional Investment Shares) during the Lock-up Period. (3) Any breach of the restrictions on power of disposal according to Section 14 (2) before the end of the Lock-up Period leads in total to the loss of corresponding entitlements to Matching Shares (or Fractional Matching Shares) in the sense of Section 15. Section 19 shall remain unaffected.

22 Section 15 Entitlement to Matching Shares (1) Following the end of the respective Lock-up Period and fulfilment of the preconditions in paragraph 2, Plan Participants are entitled to a onetime allocation of Matching Shares per plan tranche. Subject to reservation of Section 2 (1) letter (h) and to taking account deductions of taxes and other contributions in accordance with Section 22, if any, the Plan Participant shall receive one (1) Matching Share per three (3) Investment Shares. If the number of Investment Shares is not divisible by three (3) or by the number of Investment Shares determined in the decision regarding the issue of a plan tranche in accordance with Section 2, Fractional Matching Shares shall be issued to Plan Participants in a corresponding ratio. For Fractional Investment Shares in a plan tranche, Fractional Matching Shares shall be allocated accordingly. The provisions on Fractional Shares in accordance with Section 13 (1) shall apply accordingly. Shares resulting from the reinvestment of dividends in accordance with Section 13 shall not entitle to receive Matching Shares. (2) The entitlement of each Plan Participant to Matching Shares or Fractional Matching Shares is in principle subject to the reservation of satisfying the following conditions during the whole Lock-up Period: a) The Plan Participant is in an uninterrupted employment relationship with the Company or with another Participating Group Company on which no notice of termination has been served, subject to deviating provisions under Sections 19 and 20 below, b) With regard to the respectively-due Matching Shares, the Plan Participant holds a corresponding number of Investment Shares during the Lock-up Period without interruption and free of dispositions in the Custody Account of the respective Plan Administrator, c) The Plan Participant observes all plan conditions applicable for him which he has accepted when accepting the Offer.

23 Section 16 Fulfilment of the entitlement to Matching Shares (1) Claims by Plan Participants towards the Company or the Participating Group Companies to Matching Shares or Fractional Matching Shares are fulfilled through transfer of the corresponding number of Company Shares into the Custody Account of the Plan Administrator to the benefit of the Plan Participant or, in the event of a cash settlement in accordance with Section 17, via a credit note from the Company or from a third party determined by the Company. The actual number of Matching Shares (and Fractional Matching Shares) which the Plan Participant is granted or credited with, may be correspondingly lower, depending on the procedure for settlement of taxes and other contributions in accordance with Section 22. (2) The (Fractional) Matching Shares are immediately free for disposal following transfer and are not subject to any Lock-up Period. For their part, they do not grant any entitlement to further Matching Shares. (3) In each case, the Plan Participant must consider the provisions concerning Inside Information and Closed Periods and Restricted Persons must have a Permission to Deal also for the disposal of Matching Shares. (4) Matching Shares will be acquired at the stock market according to the Company s Articles of Association or applicable law. Neither the acquisition through or on behalf of the Company nor the granting to the Plan Participant must take place during Closed Periods. For PDMRs further notification obligations towards financial conduct authorities might occur from receiving or disposing Matching Shares. Section 17 Reservation of cash settlement (1) The Company or the participating Group Companies reserve the right to fulfill the entitlement of Plan Participants to (Fractional) Matching Shares through payment of

24 a cash settlement (in EUR or in local currency) to the Plan Participants instead of the providing Company Shares. (2) The cash settlement shall be calculated on the basis of the closing price for the Company Share in XETRA trading on the Frankfurt Stock Exchange (or in a successor system replacing it) on the first trading day following the end of the Lock-up Period and shall be paid out to the Plan Participant after deduction of possible taxes and other deductions with the next possible salary settlement. (3) Restrictions and obligations according to Section 16 (4) sentences 2 and 3 apply respectively to the fulfilment of the Matching Share entitlements through a cash settlement. Section 18 Adjustments in the case of intervening events between acquisition of Investment Shares and supply of the Matching Shares (1) Where capital measures lead to a reduction or increase in the value or number of Company Shares (e.g. share split or grouping of shares) or to a dilution of the economic value of rights of the Plan Participants, the Company's Executive Board can determine a corresponding (economic) settlement for the Plan Participants. However, the Plan Participants shall not be entitled to such a settlement being brought about. (2) If the Company Shares are no longer traded on a securities exchange (whether on an organised market or in free trading) due to procedures under conversion law (Umwandlungsrecht), de-listing or for other reasons, then the ESPP ends on expiry of the day on which trading in Company Shares on a securities exchange is possible for the last time, unless the Company's Executive Board determines a different arrangement. All rights due up to this point in time are reimbursed in accordance with Section 19 (3) or settled accordingly pro rata in accordance with Section 19 (5). The (Fractional) Investment Shares allocated to the Plan Participants remain unaffected by this, subject to reservation due to events (possible collection or

25 compensation) in connection with the procedure under conversion law (Umwandlungsrecht) or de-listing. Section 19 Group-internal transfer, loss of eligibility, end of the employment relationship and loss of entitlements (1) Where under a Local Grant the employment relationship ends between the start of the Offer Period and the end of the Lock-up Period and where this falls outside the scope of application of Section 20, and if a new contract of employment is established with another Participating Group Company or with the Company or is transferred to it, the transferring and the acquiring company shall agree that the rights and obligations under the plan terms and conditions in respect of the Eligible Employee are passed over from the originally-offering company to the acquiring company. Under a Central Grant, such a transfer has no effect on the plan tranches granted. (2) If the employment relationship ends or if a transfer in the sense of Section 19 (1) to a non-participating Group Company takes place within the Offer Period, the Eligible Employee cannot accept the Offer in accordance with Section 8 (1). The ESPP will, to that extent, not be executed for these Eligible Employees. (3) If the employment relationship ends, if a transfer in the sense of Section 19 (1) to a non-participating Group Company takes place or if a Plan Participant for any other reason does not qualify as Eligible Employee according to Section 3 anymore (e.g. loss of employee status and membership in the Executive Board) before the end of the Investment Period or before the actual registration of Investment Shares in the Plan Administrator's Custody Account, the Plan Participant shall receive repayment of the total amount (i.e. interest-free) of the monthly Investment Amounts retained until the effective end of the employment relationship, and the Plan Participant is in principle placed in the same position as if he had not taken part in the plan tranche. For these purposes, the Plan Participant is to notify the Plan Administrator in good time of a corresponding reference account. Where monthly Investment Amounts

26 were converted from other currencies into euros, the Plan Participant shall receive the respectively-deposited amount in euros. Changes in the exchange rate therefore occur to the benefit or to the disadvantage of the Plan Participant. (4) Where a transfer, in the sense of Section 19 (1), to a non-participating Group Company takes place within the Lock-up Period or where the employment relationship ends within the Lock-up Period through the giving of notice by the Plan Participant, without the Company or the Participating Group Company having caused the giving of notice, or through termination of the employment relationship by the Company or the Participating Group company due to termination without notice for good cause or due to termination with notice for person-related or conduct-related reason or in the event of expiry of a (fixed-term) employment relationship of a Plan Participant, who does not accept a contract extension where offered ( Bad Leaver ), all entitlements of the Plan Participant to (Fractional) Matching Shares lapse without requiring prior notification. (5) Where the employment relationship ends for a Plan Participant before the end of the Lock-up Period due to termination by the Company or by the Participating Group Company for operational reasons, due to termination by the Plan Participant which is caused by the Company or Participating Group Company, due to a termination agreement, in the event of expiry of the (fixed-term) employment relationship of a Plan Participant to whom no contract extension was offered, in the event of onset of retirement (in accordance with the applicable statutory rules or - in the event of an absence of statutory rules - in accordance with the provisions of the Participating Group Company concerned) or in the event of permanent reduced income capacity (dauernde Erwerbsminderung) or in the event of death of the Plan Participant or in the event the Plan Participant does not qualify as Eligible Employee according to Section 3 anymore before the end of the Lock-up Period ( Good Leaver ), all entitlements of the Plan Participant to (Fractional) Matching Shares lapse without requiring prior notifications; instead the Plan Participant (or his heirs and/or legatees, hereinafter collectively "Heirs") shall be entitled to cash settlement pro rata temporis for outstanding (Fractional) Matching Shares. The amount of the cash settlement

27 (gross) is calculated by multiplying (a) a corresponding number of (Fractional) Matching Shares with (b) the relevant share price on leaving and (c) the elapsed Lock-up Period expressed at the ratio of (d) the regular Lock-up Period. The corresponding number of (Fractional) Matching Shares is equivalent to the number which a Plan Participant would have received at the end of the regular Lock-up Period. The relevant share price on leaving is the closing price of the Company Share in XETRA trading on the Frankfurt Stock Exchange (or in a successor system replacing it) on the last trading day on the Frankfurt Stock Exchange of the month preceding the leaving month. The elapsed Lock-up Period is equivalent to the number of days between the start of the Lock-up Period and the day of the effective end of the employment relationship. The regular Lock-up Period corresponds those two (2) years from the start of the Lock-up Period, after which in the regular instance an entitlement to a (Fractional) Matching Share would respectively accrue. Payment is made after deduction of taxes and other contributions as soon as possible, and generally with the last regular salary settlement on leaving. (6) Insofar as in cases of Section 19 (4) and (5) Investment Shares to the benefit of a Plan Participant have already been allocated to the Plan Administrator's Custody Account at the time of the effective end of the employment relationship, the Lock-up Period for the (Fractional) Investment Shares of the plan tranche ends with the end of the employment relationship. As for the rest, the provisions of Section 21 shall apply. (7) In individual cases, the Company's Executive Board may, at its own discretion, deviate from the provisions set out in Section 19 (1) to (6) to the advantage of the Plan Participant. Section 20 Structural changes (1) Where under a Local Grant a Participating Group Company, the business unit (Betrieb) or part business unit (Betriebsteil), where the Plan Participant is employed

28 on the basis of an employment contract, leaves the TUI Group due to structural changes (e.g. sale or other measures) or if the Company's continuous, direct or indirect majority shareholding in the Participating Group Company ends or if the dependency relationship of the Participating Group Company to the Company ends for other reasons (collectively hereinafter "Structural Change"), and if the Plan Participant continues to be employed immediately after the structural change takes effect in an employment relationship with the Company or with a (different) Participating Group Company, the rights of the Plan Participant under the ESPP remain in force, insofar as the Company or original Participating Group Company shall agree a transfer of the rights and obligations from the transferring (Participating Group) Company to the acquiring (Participating Group) Company. Under a Central Grant, such a transfer has no effect on the ESPP. (2) If under a Central or Local Grant a Plan Participant does not continue to be in an employment relationship with the Company or a (different) Participating Group Company following the Structural Changes in the sense of Section 20 (1) and therefore leaves the TUI Group before the end of the Lock-up Period, the Plan Participant shall only be entitled to a proportionate cash settlement in accordance with Section 19 (5), based on the ratio of the actual Lock-up Period up to the point in time of the structural measure taking effect to the respective Lock-up Period in accordance with Section 14. Payment is made after deduction of taxes and other contributions as soon as possible, and generally with the last regular salary settlement on leaving. As for the rest, the provisions of Section 21 shall apply accordingly. Section 21 Ending of custody of shares (1) In the event of leaving the TUI Group due to Structural Changes or ending of the employment relationship as set out in Section 19, the Plan Participant or his Heirs shall sell all Company Shares allocated to the Plan Participant and administered by the Plan Administrator within a period of three (3) months from the time the

29 measures take effect or from the end date of the contractual relationship or to transfer them from the Plan Administrator's Custody Account to a private securities deposit account, where possible; any costs arising for this shall be borne by the Plan Participant in accordance with Section 22 (3). Only whole Company Shares can be transferred; Fractional Shares are paid out. The counter-value of the Fractional Shares is transferred to the Plan Participant's reference account stored with the Plan Administrator, also in cases where the remaining shares in the Company are transferred. The provisions in Section 13 (3) sentence 2 apply accordingly. Where the Plan Participant or his Heirs do not arrange for either transfer or sale within this period, the Plan Administrator shall, following the corresponding notification from the Company regarding expiry of the three-month period, sell all Company Shares allocated to the Plan Participant on behalf of the Plan Participant or his Heirs, following fulfilment of the legal requirements and obligations in accordance with the provisions in the trust and custody agreement, and shall transfer the proceeds of the sale to the Plan Participant's reference account stored with the Plan Administrator, after deduction of the costs of sale, with discharging effect (befreiende Wirkung). If transfer to an account is not possible, not even following reconciliation with the Company or the Participating Group Company, the proceeds of the sale may be deposited with the district court (Amtsgericht) under the provisions of Section 372 ff BGB, waiving the right of take-back. (2) The provision in Section 21 (1) applies accordingly if the Company ends the ESPP and/or no Plan Administrator is further commissioned, whereby - deviating from Section 21 (1) sentence 1 - a common period of three (3) months following announcement of the measure is to be observed. Section 22 Withholding of taxes and contributions / Costs (1) Taxes and other contributions connected to (Fractional) Investment Shares, to (Fractional) Matching Shares, to payment of dividends or dividend equivalents, to a corresponding cash settlement, and to the sale of these shares or which arise during

30 the introduction, execution or ending of the ESPP, shall be borne exclusively by the Plan Participants or their successors in title, under the scope permitted in law and subject to the reservation of relevant internal tax settlement guidelines (for example in connection with an assignment abroad). (2) The withholding of taxes and other contributions connected with participation in the ESPP is effected by the Company or the respective Participating Group Company as employer in accordance with the statutory regulations. The amounts retained are deducted from the remuneration to be paid to the Plan Participant or from other payments due. Should the amount retained be insufficient to cover the taxes and other deductions or should retention no longer be possible for other reasons (e.g. in the event of prior leaving), the Plan Participant or his Heirs or legatees shall be obliged to provide the corresponding shortfalls to the Company and/or to the Participating Group Companies by other means. The Company or the Participating Group Companies may, at their own discretion, also offer to settle the taxes and other contributions in connection with the allocation of Matching Shares through the immediate (partial) sale of these shares (sell-to-cover as default approach) or via another appropriate procedure as instructed by the Company or the Participating Group Companies. Proceeds in excess of the taxes and other deductions shall be transferred; remaining Matching Shares shall be transferred to the entitled person or persons. (3) All costs arising in connection with the acquisition and transfer of (Fractional) Investment Shares or (Fractional) Matching Shares or (Fractional) Shares from reinvestment of dividends to Plan Participants, from their safekeeping in the Custody Account as part of the ESPP and from general administration of the ESPP shall be borne respectively for their Plan Participants by the Company or the Participating Group Company for the duration of the respective plan tranche Lock-up Period. This shall also apply in the event of a change of the Plan Administrator; however, not for costs and charges during and after the end of the Lock-up Periods for the sale and other transfer of Company Shares belonging to Plan Participants which are held in the Plan Administrator's Custody Account.