TUI AG – Agenda

1. Presentation of the approved annual financial statements as at 30 September 2009, the approved consolidated financial statements, the summarised management report and consolidated management report with a report explaining the information in accordance with section 289(4) and section 315(4) HGB (German Commercial Code), and the Supervisory Board report.

2. Net results for TUI AG for the short financial year from 1 January to 30 September 2009

The Executive Board and the Supervisory Board submit the following balanced net result for the year: The net loss generated by TUI AG for the year is €97,978,530.55. A corresponding sum has been withdrawn from capital reserves to offset the net loss. The Annual General Meeting will thus be presented with a balanced net result. In view of this, no resolution is necessary.

3. Resolution on the ratification of the actions of the Executive Board for the short financial year from 1 January to 30 September 2009

The Supervisory Board and the Executive Board recommend ratification.

4. Resolution on the ratification of the actions of the Supervisory Board for the short financial year from 1 January to 30 September 2009

The Supervisory Board and the Executive Board recommend ratification.

5. Resolution on the appointment of an auditor for the 2009/10 financial year from 1 October 2009 to 30 September 2010

The Supervisory Board recommends, based upon the advice of the Audit Committee, the appointment of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, as the auditor for the 2009/10 financial year from 1 October 2009 to 30 September 2010 and also for the review of the half-yearly financial report for the first half of the 2009/10 financial year.

6. Election of a new Supervisory Board member for the remaining term of office

Former Supervisory Board member Dr Jürgen Krumnow resigned his seat with effect from the end of the Supervisory Board meeting of 14 December 2009. For the remaining term of office of the Supervisory Board ending at the close of the 2011 Annual General Meeting, a new Supervisory Board member must therefore be elected by the Annual General Meeting.

In accordance with article 11 of the Articles of Association in conjunction with section 96(1) and section 101(1) AktG (Stock Corporation Act) and section 7(1) of the Mitbestimmungsgesetz (Codetermination Act) of 4 May 1976, the Supervisory Board is comprised of ten shareholder representatives and ten employee representatives. The Supervisory Board members representing shareholders are to be elected by the Annual General Meeting. When electing the shareholder representatives, the Annual General Meeting is not bound to elect one of the nominees.

The Supervisory Board proposes electing Prof. Dr Klaus Mangold, Chairman of the Supervisory Board of Rothschild GmbH, Stuttgart, as a shareholder representative on the Supervisory Board for the period ending at the close of the Annual General Meeting that passes the resolution regarding the ratification of the actions of the Supervisory Board for the 2009/10 financial year.

Information on agenda item 6 in accordance with section 125(1) sentence 3 AktG:

Prof. Dr Klaus Mangold is a member of the following other Supervisory Boards required by law and of comparable supervisory committees of commercial enterprises in Germany and abroad.

Alstom S.A., Paris

Chubb Corporation, Warren (NJ)

Continental AG, Hanover

Magna International Inc., Toronto

Metro AG, Düsseldorf

Rothschild GmbH, Frankfurt

Rothschild Europe, Paris (Vice Chairman)

7. Reduction of Supervisory Board from 20 to 16 members – amendment to the Articles of Association

The current number of members in the Supervisory Board (ten representing shareholders and ten representing employees) is based on a requirement contained in the Mitbestimmungsgesetz for groups that generally employ over 20,000 employees in their group companies in Germany which, however, is no longer consistent with the actual situation in the TUI Group. Approximately, 10,000 people are regularly employed in group companies of TUI AG in Germany. For companies with generally more than 10,000 employees but no more than 20,000, the Mitbestimmungsgesetz requires a Supervisory Board consisting of eight members representing shareholders and eight representing employees. In order for the Supervisory Board to be elected next year (when the term of office of the current Supervisory Board has ended) in line with the Articles of Association, the latter must be amended accordingly before the end of this year.

The Executive Board and Supervisory Board therefore propose changing article 11(1) sentence 1 of the TUI AG Articles of Association (previously: ‘The Supervisory Board shall consist of 20 members.’) as follows:

‘The Supervisory Board shall consist of 20 members until the close of the 2011 Annual General Meeting, after which it shall consist of 16 members.’

8. Vote on the remuneration system for TUI AG Executive Board members

According to the Act on the Appropriateness of Management Board Compensation (VorstAG), which entered into effect on 5 August 2009, the Annual General Meeting may resolve to approve the Executive Board remuneration system.

The Supervisory Board recommends approving the new Executive Board remuneration system (outlined below) in accordance with section 120(4) AktG.

Remuneration of members of the TUI AG Executive Board

The total remuneration of the individual Executive Board members is determined by the Supervisory Board.

Criteria for the appropriateness of the remuneration are: the responsibilities of the individual Executive Board member, his/her personal performance, the financial situation and the long-term development of the company as well as consistency with standard levels of remuneration taking into account similar companies and the remuneration structure otherwise existing in this and similar companies.

The remuneration should also be set high enough to remain sufficiently competitive to attract highly qualified managers.

The remuneration of Executive Board members consists of the following components, with the fixed remuneration making up approximately 40%, the annual performance-based remuneration 30% and the target for the long-term incentive system 30% of the target direct remuneration (total remuneration before contributions to the company pension scheme and perquisites):

Fixed annual non-performance-related remuneration
Any remuneration from group-internal positions is counted towards this remuneration.

Annual performance-based remuneration
The annual performance-based remuneration (APBR) depends on the extent to which the target result is attained and the individual performance of the Executive Board members. The target result is the operational EBITA. The target value will be determined annually by the Supervisory Board.

If less than 50% of the target is attained, no annual performance-based remuneration will be paid. If 50% or more of the target is attained, the individual target amount set out in the member’s service contract is multiplied by the percentage in question (maximum 150%).

The amount calculated in this way is adjusted by the Supervisory Board on the basis of a factor of between 0.8 and 1.2, which in turn is based on a discretionary decision regarding the individual performance of the Executive Board member in question.

Of the annual performance-based remuneration determined in this way, 50% is paid after the company’s annual financial statements have been approved by the Supervisory Board for the year in question. The remaining 50% of the annual performance-based remuneration calculated is carried forward in two equal parts to the two subsequent years and adjusted depending on the degree to which targets are reached in these years.

If the service contract expires before the staggered payment period for the amounts carried forward comes to an end, the outstanding amount will be paid out in cash following the approval of the company’s annual financial statements for the year in which the service contract was scheduled to end, having been adjusted depending on the degree to which the target is attained in this year. The amounts carried forward will be forfeited if the service contract is terminated by the company for reasons based on the person of the entitled member or his/her conduct, or if the service contract is terminated by the entitled member.

Long-term incentive scheme
The long-term incentive scheme consists of a programme based on TUI AG phantom shares.

In the case of Executive Board members, an individual target is set in their service contract, which is converted on an annual basis into phantom shares based on the average price of TUI AG shares over the twenty trading days preceding calculation.

After four years, the degree to which targets have been achieved is determined by comparing TUI AG’s Total Shareholder Return (TSR) with the Total Shareholder Return of the Dow Jones Stoxx 600 Travel & Leisure.

If TUI AG’s target achievement rate is less than 25% of the reference rate, no phantom shares are granted. If it is more than 25%, the target achievement rate is multiplied by the number of phantom shares granted (maximum 175%).

The number of phantom shares determined in this way is multiplied by the average price of TUI AG shares at the end of the four-year performance period; the amount is then paid out in cash.

The maximum amount that can be paid out is limited to three times the individual target amount.

If the service contract expires before the payment period comes to an end, the relevant number of phantom shares is determined on expiry of the service contract based on the degree to which the targets have been achieved on the date on which the service contract expires. This is then converted based on the average price of TUI AG shares at the end of the performance period and subsequently paid out in cash. The claims will be forfeited if the service contract is terminated by

the company for reasons based on the person of the entitled member or his/her conduct, or if the service contract is terminated by the entitled member.

Company pension scheme
Every year, Executive Board members receive an agreed contribution to the company pension scheme, as set out in their service contract. The contributions to the company pension scheme earn interest at the rate set by the Supervisory Board. An member’s 60th birthday is generally regarded as the age limit. Recipients may choose between a one-time payment, instalment payments and pension payments.

Perquisites
Executive Board members are entitled to the following perquisites:

- Company car with driver

- Reimbursement of business travel costs

- Accident insurance

- Legal protection and D&O insurance, the latter

with an excess of 10% of any damage caused up

to a maximum of one-and-a-half times the fixed

annual remuneration

- Reduced-cost travel for programmes in the World

of TUI catalogues

Notice of additional issues for resolution at the Annual General Meeting of TUI AG on 17 February 2010

At the request of the shareholder Monteray Enterprises Ltd., Limassol, Cyprus, pursuant to section 122(2) of the German Stock Corporation Akt (Aktiengesetz – AktG), we hereby give notice of the following additional agenda items, which are supplementary to those set out in the agenda published in our invitation of 7 January 2010:

9. Resolution on the appointment of a special auditor pursuant to section 142(1) AktG to examine whether the Executive Board of TUI AG has breached its legal duties, and thereby damaged the Company, in the context of the financing measures relating to Hapag-Lloyd AG, in particular the Company’s disproportionate contributions agreed in this connection without adequate scope of influence over Hapag-Lloyd AG or participation rights with regard to future profits andincreases in value having been agreed.

The shareholder requests the appointment of a special auditor

to examine whether the Executive Board, in connection with the

financing measures relating to Hapag Lloyd AG (hereinafter also

“Hapag-Lloyd”) set out in the Company’s press release dated

8 October 2009, breached the duties of care of a conscientious

and prudent manager or acted in breach of duty or illegally on

any other grounds, thereby damaging the Company. The examination

should in particular focus on the question of why the

Company, which holds 43.3% in the share capital of Hapag-Lloyd,

has assumed a significantly disproportionate contribution of

approximately 60% in total in the financing of Hapag-Lloyd on

the basis of the overall equity and debt capital invested by the

shareholders (on the basis of Hapag-Lloyd’s debt or hybrid capital

only, the estimated contribution rises to more than 90%) while

the financing contribution made by the other Hapag-Lloyd shareholders,

which hold a stake of 56.7% in the share capital of

Hapag-Lloyd, only amounts to approximately 40%. In this context,

the question of why the Executive Board has not secured for the

Company adequate scope of influence and participation rights in

future increases in value and profits commensurate to its financing

contribution and, thereby, a (majority) stake that is more likely

to retain its value and is more fungible, in particular with a view

to a future disposal, is also to be examined. In view of the Company’s

liquidity position, the scope of the examination should

also include the question of why the Company has, in comparison

to its equity holding, provided a disproportionate portion of the

funds made available to Hapag-Lloyd by its shareholders. The

examination should also cover the risks assumed in connection

with the financing of Hapag-Lloyd, the prospects for the Company

in the event of Hapag-Lloyd being successfully restructured and

possible impacts on the Company’s future financing and liquidity,

with particular attention to possible alternative actions that would

clearly be more advantageous for the Company. In this context,

the examination should also address the question of why the

Executive Board, contrary to the advice that has repeatedly been

expressed by the shareholder both orally and in writing, has provided

further funds to Hapag-Lloyd and converted claims of the

Company against Hapag-Lloyd into so-called hybrid capital instead

of converting such claims directly into equity or ensuring that it

be granted the right to convert such claims into equity at a later

point in time.

The special auditor is to report on the results of his examination.

The following issues are to be examined in particular:

On what contractual basis were the financing measures

decided? What course did the negotiations take up to the

conclusion of the relevant contracts? What are the exact

contents of the contracts forming the basis of the financing
measures for Hapag-Lloyd?
Did the Federal Republic of Germany and the City of Hamburg

stipulate conditions for granting state aid to Hapag-Lloyd?
If so, what was the content of these conditions?
Why did the majority shareholders of Hapag-Lloyd not assume

a larger share of the financing measures in proportion to

their stake in the share capital of Hapag-Lloyd? Did the

Executive Board of the Company encourage the majority

shareholders to assume a larger share? Why did it ultimately
not succeed in doing so?
Why did the Executive Board of TUI AG decide to participate

in the restructuring scheme, in particular also in terms of

the modalities as well as the amount and scope of the share

assumed? What issues did the Executive Board take into
account in this regard?
Why did the Executive Board consent to the subordination

of all claims against Hapag-Lloyd and thus to such claims

being treated equally with equity in economic terms? Why

did the Executive Board not subordinate the claims by converting
them into equity (carrying voting rights)?

Why did the Company in particular not (re-)acquire a majority

interest in Hapag-Lloyd corresponding to its share in the

financing contribution and secure for itself the influence

(in terms of voting rights) associated with such majority

interest over the business management decisions and the

restructuring process at Hapag-Lloyd as well as the related

opportunities in terms of future dividends and an increase

in value of its interest, in particular also with a view to a
future disposal?

What alternative courses of action did the Executive Board have
when it agreed to the financing measures for Hapag-Lloyd?
Did the Executive Board weigh up the various possible courses

of action, in particular in terms of the risk of participating in

the agreed financing measures in respect of the financial
stability and existence of TUI AG?

Is a corresponding deliberation process documented in the

minutes of the Executive Board meetings and which possible

courses of action and issues for discussion have been
recorded in the minutes of the Executive Board meetings?

Why did the Executive Board convert claims of the Company

into hybrid capital instead of having equity or the right to

convert the entire hybrid capital into equity at a later point
in time granted to it?
What are the specific terms of the hybrid capital, in particular

with regard to the bearing of losses, maturity and remuneration?

Is the remuneration appropriate with regard to the

risk assumed and does the remuneration correspond to the

remuneration payable for comparable risks assumed by borrowers

in the capital markets at the time of the agreement
on the financing measures?
Why did the Executive Board of the Company in particular

only secure a right to convert half of the claim of roughly

€700 million arising under the loan agreement, that has

been converted into hybrid capital, into shares? What

efforts did the Executive Board undertake to obtain such
conversion right for a higher proportion of the claims?
At what price can the Company convert the convertible part

of the hybrid capital into equity? Is this price adequate in

comparison to the market value of the equity of Hapag-Lloyd
at the time of the agreement on the financing measures?
Why did the Executive Board grant the Hamburg consortium

an immediate purchase option relating to the new shares

arising from the conversion of the convertible part of the

hybrid capital? Is this a condition for state aid being granted?

Did the Executive Board consider alternative courses of
action in this regard? If so, why did it not avail itself of these?
On what conditions was the purchase option of the Hamburg

consortium relating to the new shares arising from a possible

conversion of hybrid capital into equity agreed? What terms
and what purchase price did the parties agree?
Why is the stake that TUI AG can (indirectly) (re-)acquire in
Hapag-Lloyd capped at 49.9%?
Why did the Executive Board, in particular in light of the

tense liquidity situation of the Company, assume a share by

far exceeding the Company’s share in Hapag-Lloyd in the

context of the acquisition of the Container Terminal Altenwerder

(“CTA”), with the effect that the Company has provided

a disproportionate share of funds to Hapag-Lloyd
compared to the other shareholders?
Why did the Executive Board not take the opportunity provided

by the unwinding of the CTA disposal to the shareholders

of Hapag-Lloyd to ensure that the corresponding

burden was distributed in proportion to the shareholdings
in Hapag-Lloyd?
Why did the Executive Board, instead of converting the purchase

price for the CTA into hybrid capital, not secure for

the Company equity or the right to convert the entire hybrid
capital into equity at a later point in time?
Is the Company able to meet its financial obligations, in

particular after 2012? How is this guaranteed? Did the

Executive Board take sufficient account of this when deciding

to participate in the financing of Hapag-Lloyd? Did the

Executive Board provide for any safeguards for this eventuality?

If so, what were they? If not, why did it refrain from
doing so?
Does the Executive Board expect that the claims against

Hapag-Lloyd will be recoverable? Have write-downs already

been effected in respect of the claims relating to Hapag-

Lloyd? If so, which claims are concerned and in what
amount was a write-down effected?
Does the discontinuation of interest payments agreed in

connection with the financing measures for Hapag-Lloyd

mean a full waiver of interest payments or only a deferral of

interest payments? When does the Executive Board expect
the interest payments to be resumed?
What impact will the financing measures have on the development
of TUI AG?
How does the Executive Board plan to reduce or completely

dispose of TUI’s share in Hapag-Lloyd? Did the Executive

Board take the fungibility of a minority interest of 43.3% as

compared with a majority interest in the case of a necessary
sale into sufficient account?
What are the terms and conditions of the put option concerning

the Company’s stake in Hapag-Lloyd that will exist

vis-à-vis the Hamburg consortium as of 2012? When exactly

can the Company exercise this option? What is the exercise
price?
How is it ensured that the Hamburg consortium will be able

to pay the agreed price if the Company exercises its put

option? Has the Company had any security rights granted
to it in this regard?
How would the valuation of an equity holding in Hapag-Lloyd

or of rights to convert hybrid capital into equity compare
with the hybrid capital provided?
What costs and expenses has the Company incurred in

connection with the financing measures for Hapag-Lloyd
(in particular for external advisers, etc.)?

Prof. Dr. Hans-Joachim Mertens, Kronberger Straße 16, 61462

Königstein, Germany, should be appointed as special auditor, and

he should be permitted, if necessary, to enlist support personnel

of his choice in order to execute the audit.

With regard to this motion submitted by the shareholder, the TUI AG Executive Board refers to the following:

(a) Based on the situation that existed following completion

of the sale of the majority stake in March 2009, TUI AG

did not make disproportionately high contributions to the

recapitalisation of Hapag-Lloyd AG in order to comply with

the conditions for the provision of the state guarantee in

autumn 2009.

(b) With its acquisition of a majority stake in the Altenwerder

Container Terminal at the end of July 2009, TUI AG obtained

a valuable asset. The transfer of this stake back to Hapag-

Lloyd corresponded to the conditions stipulated by the Federal

German government for the provision of the state guarantee.

The claims of TUI AG continue to be secured by dividend

payments from the Altenwerder Container Terminal.

part of the recapitalisation would have entailed another

change in control, and thus the possible cancellation of

existing external debt financing for Hapag-Lloyd AG. As the

controlling shareholder, TUI AG would have been forced to

take primary responsibility for the resulting expenses in

order not to endanger the continued existence of Hapag-

Lloyd AG.

The Executive Board will respond in detail at the Annual General Meeting to the questions posed by the shareholder.

The Executive Board and Supervisory Board of TUI AG recommend that the motion to appoint a special auditor be rejected.

10. Resolution on the appointment of a special auditor pursuant
to section 142(1) AktG to examine whether the Executive

Board of TUI AG complied with its duties under the German

Securities Trading Act (Wertpapierhandelsgesetz – WpHG)

when publishing inside information in the context of the

issuance and placement of the convertible bond in October/

November 2009 and whether there was any violation of the

ban on insider dealing under the German Securities Trading
Act in this context.

The shareholder requests the appointment of a special auditor

to examine whether the Executive Board of TUI AG complied

with its statutory duties with regard to the immediate publication

of inside information, as required pursuant to section 15(1) and

(3) of the German Securities Trading Act, in the context of the

issuance and placement of the convertible bond in October/

November 2009 and if any breach of such duties damaged the

Company and whether there was any violation of the ban on

insider trading pursuant to section 14 of the German Securities

Trading Act in the context of the issuance of the convertible bond.

The special auditor is to report on the results of his examination.

The following issues are to be examined in particular:

When did the Executive Board discuss the planned issuance
of a convertible bond for the first time?
When did the Executive Board take the decision to issue
the convertible bond?
When was the Supervisory Board informed for the first time
of the Executive Board’s plans to issue a convertible bond?
Did the Company discuss the plans for a potential issuance

of a convertible bond with individual shareholders in advance?
If so, with whom and when?
When were the terms for the convertible bond determined?
Did the Executive Board duly exempt itself from its duty to

publish an ad hoc announcement in connection with the

issuance of a convertible bond pursuant to section 15(3)

of the German Securities Trading Act, if necessary? At what

point in time did the Executive Board resolve to postpone

the publication and what were the reasons given for this
postponement?
What were the organisational measures taken by the Executive

Board to guarantee the confidentiality of inside information

at all times?
To whom was inside information forwarded?
Who were the Company’s advisers involved (banks, lawyers,

other)? When did the Company approach such advisers for

the first time in connection with the planned convertible

bond? When was each adviser engaged? When did the

advisers start with the (preparatory) work relating to the
convertible bond?
What was the process for selecting the banks acting as joint

book runners for this transaction as well as for selecting the

other advisers? Who was approached by the Company and

asked to submit an offer for advisory services in this context?

At what point in time were the potential advisers approached?

Which information was provided to the potential advisers
approached?
At what point in time were the banks aware of the planned

issuance of the convertible bond? At what point in time

were the banks involved aware of the specific terms of the
convertible bond?
How did the Executive Board ensure that only such inside

information was passed to third parties as was required by

them in order to fulfil their assigned tasks? What are the

Executive Board’s reasons for assuming that the passing of

inside information to such persons was essential in each

particular case?
Does the Company maintain insider lists? If so, who were the

persons named in the list in the case of the convertible bond?
Was any inside information concerning the planned issuance

of the convertible bond and its terms leaked to the market

before publication of the ad hoc announcements on 28 and
29 October 2009?
Was any leakage of confidential information attributable to

the Company as a result of which an earlier publication of
the ad hoc announcement would have been required?
When was an advance notice within the meaning of section

15(4) of the German Securities Trading Act delivered to the

German Financial Supervisory Authority (BaFin) and the

management boards of the German stock exchanges? How

much time elapsed between this advance notice and actual
publication of the ad hoc announcement?

What is the exact wording of the exemption from the duty
to immediately publish inside information?
Why did the Executive Board not cancel the transaction given

the performance of the TUI share in the weeks before the

publication of the convertible bond and its terms and
before determination of the relevant reference price?

Prof. Dr. Hans-Joachim Mertens, Kronberger Straße 16, 61462

Königstein, Germany, should be appointed as special auditor, and

he should be permitted, if necessary, to enlist support personnel

of his choice in order to execute the audit.

With regard to this motion submitted by the shareholder, the

TUI AG Executive Board refers to the following:

a) With regard to the planning, issuance and placement of the

TUI AG convertible bond in October/November 2009, the

TUI AG Executive Board complied with its duties under the

German Securities Trading Act at all times. There were no

violations of the ban on insider trading.

b) TUI AG gave its shareholders proportional subscription rights

to the entire convertible bond. This meant that shareholders

were given an opportunity to subscribe to the convertible

bond in proportion to the size of their stake.

The Executive Board will respond in detail at the Annual General

Meeting to the questions posed by the shareholder.

The Executive Board and Supervisory Board of TUI AG recommend

that the motion to appoint a special auditor be rejected.

11. Cancellation of the authorised capital pursuant to article 4(8)
of the Charter of TUI AG; new authorisation of the Executive

Board to increase the share capital (authorised capital);
amendment to the Charter.

The shareholder argues:

By the resolution under agenda item 8 of the Annual General

Meeting of 10 May 2006 the Executive Board was authorised for

a period ending on 9 May 2011 to increase the share capital of

the Company, with the approval of the Supervisory Board, by up

to €246,000,000.00 in total by issuing, once or several times,

new registered shares for cash or non-cash contributions. The

Executive Board has not yet made use of this authorisation. The

Executive Board’s tendency in the past to influence the shareholder

structure for its own benefit and the circumstances relating

to the issuance of the convertible bond in October/November

2009 suggest that the Executive Board did not exclusively focus

on the Company’s interests when making use of existing authorisations.

In this regard, in order to limit, within a reasonable and

justifiable scope, the Executive Board’s power to increase the

share capital of the Company without duly consulting the general

meeting and excluding shareholders’ subscription rights, it is

recommended to the Annual General Meeting that this existing

authorised capital be cancelled and replaced by a new authorisation,

in order on the one hand to adequately allow the justified interests

of the shareholders in preserving the value of their respective

stakes and on the other hand for the Executive Board to continue

to have the means to raise capital, within a reasonable limit, and

the possibility to adjust the equity position of the Company

according to business requirements in the future.

The shareholder requests that the following resolution be passed:

(a) The authorisation of the Executive Board pursuant to article

4(8) of the Charter of TUI AG to increase the share capital by

up to €246,000,000.00 with the consent of the Supervisory

Board by issuing, once or several times, new registered

shares for cash or non-cash contributions until 9 May 2011

is to be cancelled.

(b) The Executive Board is authorised for a period ending on

16 February 2015 to increase the share capital of the Company,

with the consent of the Supervisory Board, by up to

€128,000,000.00 in total by issuing, once or several times,

new registered shares for cash contributions. The shareholders

are fundamentally to be granted a subscription right. The

shares may also be assumed by one or more financial institutions,

who will be subject to the obligation to offer these

shares to the shareholders for subscription. However, the

Executive Board is authorised, with the consent of the Supervisory

Board, to exclude the shareholders’ subscription

rights to the extent necessary in order to grant the holders

of conversion or option rights issued by TUI AG or its subsidiaries

the subscription right to which they would be entitled

after exercising the conversion or option right or fulfilment

of the conversion obligations. Furthermore, fractions can be

exempted from the shareholders’ subscription right. The

Executive Board is also authorised, with the approval of the

Supervisory Board, to determine the further details of the

capital increase and its implementation.

€128,000,000.00. Article 4(8) of the Charter is to be amended

as follows:

“The Executive Board is authorised for a period ending on

16 February 2015 to increase the share capital of the Company

by up to €128,000,000.00 (in words: two hundred and

twenty-eight million euros) in total with the consent of the

Supervisory Board by issuing, once or several times, new

registered shares for cash contributions. The shareholders

are fundamentally to be granted a subscription right. The

shares may also be assumed by one or more financial institutions,

who will be subject to the obligation to offer these

shares to the shareholders for subscription. However, the

Executive Board is authorised, with the consent of the Supervisory

Board, to exclude the shareholders’ subscription rights

to the extent necessary in order to grant the holders of

conversion or option rights issued by TUI AG or its subsidiaries

the subscription right to which they would be entitled

after exercising the conversion or option right or fulfilment

of the conversion obligations. Furthermore, fractions can be

exempted from the shareholders’ subscription right. The

Executive Board is also authorised, with the approval of the

Supervisory Board, to determine the further details of the

capital increase and its implementation.”

With regard to this motion submitted by the shareholder, the

TUI AG Executive Board takes the following position:

The Company must in future continue to be in a position to

quickly and flexibly adapt its equity according to its business

requirements. The various forms of capital authorised by our

shareholders for this purpose correspond to the conventional

instruments at the disposal of listed stock corporations and

should be retained without change.

The Executive Board will respond to this in detail at the Annual

General Meeting.

The Executive Board and Supervisory Board of TUI AG recommend

that the motion to cancel the authorised capital be rejected.

12. Cancellation of the authorisation granted by resolution of the
Annual General Meeting on 7 May 2008 relating to the issue
of bonds; amendment to the Charter.

The shareholder argues:

By the resolution under agenda item 9 of the Annual General

Meeting on 7 May 2008 the Executive Board was authorised,

with the consent of the Supervisory Board, to issue convertible

bonds, bonds with warrants, profit-sharing rights and/or income

bonds (or combinations of these instruments) (hereinafter

referred to as “bonds”). The Executive Board has not yet made

use of this authorisation. In order to limit, within a reasonable

and justifiable scope, the possibility of issuing such bonds, a

recommendation is made to the Annual General Meeting that

the authorisation passed in 2008, which has not yet been exercised,

should be cancelled.

The shareholder requests that the following resolution be passed:

(a) The authorisation passed by the Annual General Meeting on

7 May 2008 to issue convertible bonds, bonds with warrants,

profit-sharing rights and/or income bonds (or combinations

of these instruments), insofar as this authorisation has not

been used, is to be cancelled.

(b) Article 4(9) of the Company’s Charter is to be cancelled.

With regard to this motion submitted by the shareholder, the

TUI AG Executive Board takes the following position:

The Company must in future continue to be in a position to

quickly and flexibly adapt its equity according to its business

requirements. The various forms of capital authorised by our

shareholders for this purpose correspond to the conventional

instruments at the disposal of listed stock corporations and

should be retained without change.

The Executive Board will respond to this in detail at the Annual

General Meeting.

The Executive Board and Supervisory Board of TUI AG recommend

that the motion to cancel the authorisation to issue bonds

be rejected.

13. Cancellation of the authorised capital pursuant to article 4(5)of the Charter of TUI AG; amendment to the Charter

The shareholder argues:

By the resolution under agenda item 8 of the Annual General

Meeting on 7 May 2008 the Executive Board was authorised for

a period ending on 6 May 2013, with the consent of the Supervisory

Board, to raise the share capital of the Company by up to

€64,000,000.00 by issuing, once or several times, new registered

shares in return for cash contributions, excluding shareholders’

subscription rights. The Executive Board has not yet made use

of this authorisation. In order to limit, within a reasonable and

justifiable scope, the Executive Board’s power to increase the

share capital of the Company without duly consulting the general

meeting and excluding shareholders’ subscription rights, a recommendation is made to the Annual General Meeting that the existing authorised capital be cancelled.

The shareholder requests that the following resolution be passed:

(a) The authorisation of the Executive Board pursuant to article

4(5) of the Charter of TUI AG to increase the share capital

by up to €64,000,000.00 with the consent of the Supervisory

Board by issuing, once or several times, new registered shares

for cash contributions until 6 May 2013 is to be cancelled.

(b) Article 4(5) of the Charter is to be cancelled.

With regard to this motion submitted by the shareholder, the

TUI AG Executive Board takes the following position:

The Company must in future continue to be in a position to

quickly and flexibly adapt its equity according to its business

requirements. The various forms of capital authorised by our

shareholders for this purpose correspond to the conventional

instruments at the disposal of listed stock corporations and

should be retained without change.

The Executive Board will respond to this in detail at the

Annual General Meeting.

The Executive Board and Supervisory Board of TUI AG

recommend that the motion to cancel the authorised capital

be rejected.

Berlin/Hanover, January 2010

TUI AG

The Executive Board

Agenda

of TUI AG’s 2010 Annual General Meeting on 17 February 2010