The TUI AG Annual General Meeting took place in the Hanover Congress Centre on 18 May 2004.

Agenda

1. Presentation of the adopted annual financial statements as per 31 December 2003, the management report, and the approved consolidated financial statements, group management report and the report of the Supervisory Board
   
   
2. Resolution on the appropriation of the balance-sheet profit for the financial year 2003
   
   
3. Resolution on formal approval of the activities of the Executive Board in the financial year 2003
   
   
4. Resolution on formal approval of the activities of the Supervisory Board in the financial year 2003
   
   
5. Election of the auditor for the financial year 2004
   
   
6. Approval pursuant to section 119 para 2 AktG of the sale of up to 49.9% of the shares in Hapag-Lloyd AG (New) through the stock exchange
   
   
7. Resolution to change the objects of the Company (amendment of the Charter)
   
   
8. Annulment of the authorized capital pursuant to section 4 para 4 of the Charter of TUI AG, and authorization of the Executive Board to increase the capital stock of the company with the possibility of an exclusion of subscription rights (authorized capital) – employee shares – (amendment of the Charter)
   
   
9. Annulment of the authorized capital pursuant to section 4 para 6 of the Charter of TUI AG; authorization of the Executive Board to increase the capital stock (authorized capital) with the possibility of an exclusion of subscription rights, using non-cash contributions (amendment of the Charter)
   
   
10. Annulment of the authorized capital pursuant to section 4 para 7 of the Charter of TUI AG; authorization of the Executive Board to increase the capital stock (authorized capital) with the possibility of an exclusion of the subscription right pursuant to section 186 para 3 sentence 4 AktG (amendment of the Charter)
    
    
11. Authorization of the Executive Board to issue bonds with conversion rights or warrants and with the possibility of an exclusion of subscription rights under section 186 para 3 sentence 4 AktG as well as the creation of a new conditional capital (amendment of the Charter)
    
    
12. Authorization to acquire own shares under section 71 para 1 no. 8 AktG
    
    
13. Approval of an inter-company agreement between the company and a subsidiary
    
    

1. Presentation of the adopted annual financial statements as per 31 December 2003, the management report, and the approved consolidated financial statements, group management report and the report of the Supervisory Board

2. Resolution on the appropriation of the balance-sheet profit for the financial year 2003

The Executive Board and the Supervisory Board propose that the amount of € 137,420,882.83 out of the balance-sheet profit totalling € 137,800,000 be used to pay a dividend of € 0.77 per no-par value share on the capital stock of € 456,247,933.11 existing as per 31 December 2003. The remaining amount of € 379,117.17 will be carried forward on new account.

3. Resolution on formal approval of the activities of the Executive Board in the financial year 2003

The Supervisory Board and the Executive Board propose that the activities of the Executive Board be formally approved.

4. Resolution on formal approval of the activities of the Supervisory Board in the financial year 2003

The Executive Board and the Supervisory Board propose that the activities of the Supervisory Board be formally approved.

5. Election of the auditor for the financial year 2004

The Supervisory Board proposes that PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, be elected auditors for the financial year 2004.

6. Approval pursuant to section 119 para 2 AktG of the sale of up to 49.9% of the shares in Hapag-Lloyd AG (New) through the stock exchange

The Executive Board and the Supervisory Board propose that the following project be approved and that the Executive Board be authorized to take all measures which are necessary or expedient to put the project into effect:

Hapag-Lloyd Containerlinie GmbH and Hapag-Kreuzfahrten GmbH, each with the parts of Hapag-Lloyd AG which are attributable to container shipping and leisure cruises, will merge below a newly to be established stock corporation (Hapag-Lloyd AG New) through corporate measures still to be determined in detail; the admission of its shares to official trading will be applied for. Then up to 49.9% of the shares in Hapag-Lloyd AG (New) will be sold through the stock exchange.

Report by the Executive Board to the Annual General Meeting on the approval provided for in item 6 of the agenda, pursuant to section 119 para 2 AktG, of the sale of up to 49.9% of the shares in Hapag-Lloyd AG (New) through the stock exchange

In recent years TUI AG concentrated its business activities on its core business, the tourism industry. In addition logistics constitute a second important field of business. The logistics business managed by Hapag-Lloyd AG comprises different activities. A focal point of the logistics business is the shipping business with the container line and leisure cruises. In addition, logistics include railway and tank container logistics as well as bulk and special logistics of VTG-Lehnkering AG as well as the mobile construction business of Algeco S.A. To improve the financial structures of the Group, the Executive Board and the Supervisory Board decided to disinvest the activities of VTG-Lehnkering AG and of Algeco S.A. These resolutions are currently being implemented.

After the completion of these measures, Hapag-Lloyd AG will present itself as a focused shipping company. The object of the company is especially to benefit from growth opportunities from the container shipping industry. It therefore makes sense to increase the degree of independence of Hapag-Lloyd AG, and to open up access to the capital market for it by going public. Hapag-Lloyd Containerlinie GmbH and Hapag-Lloyd Kreuzfahrten GmbH, in each case with the parts of Hapag-Lloyd AG which are attributable to container shipping and leisure cruises, are therefore intended to be joined together below a newly founded stock corporation called Hapag-Lloyd AG (New), through corporate measures still to be determined in detail; the admission of its shares to official trading will be applied for. According to current plans, about one third of the shares in Hapag-Lloyd AG (New) are to be sold through the stock exchange. This will create new financial latitude for the expected growth in the container shipping industry.

In order to be able to react flexibly to the market situation at the time of the stock exchange introduction, approval of the authorization to sell up to 49.9% of the shares in Hapag-Lloyd AG (New) to the stock exchange is requested. The implementation of this proposal is planned for the second half year 2004. Details of the stock exchange introduction are currently being prepared. Should an economically more beneficial alternative be found compared to going public, the Executive Board will pursue this alternative and, if so, present it anew to the General Meeting for its approval.

Through its remaining majority participation in Hapag-Lloyd AG (New) after the completion of the measure, TUI AG will profit substantially from its future business. Hapag-Lloyd AG (New) will continue as a controlled undertaking to be included in the consolidated financial statements for TUI AG. The proposed measure will moreover enable TUI AG to further repay its debts and to gain additional entrepreneurial freedom to act.

7. Resolution to change the objects of the Company (amendment of the Charter)

In view of the changes in the participations held by TUI AG, in particular through the sale of Preussag Energie GmbH, Elektrochemie Ibbenbüren GmbH as well as Amalgamated Metal Corporation plc, it is necessary to update the objects of the company.

The Executive Board and the Supervisory Board propose that section 3 para 1 of the Charter be newly worded as follows:

"The objects of the company are to engage on a commercial basis in tourism and the tourism business (including all associated services), the acquisition of interests in enterprises active in tour operating, commercial air transportation and passenger shipping, the hotel industry and travel agents (holiday and business travel), in the traffic, transport and storage sectors (logistics) as well as other services, in the processing and trading of commodities, the production of industrial components and systems, namely in its own facilities or in facilities of affiliated companies, as well as the coordination of affiliated companies under a centralized management."

8. Annulment of the authorized capital pursuant to section 4 para 4 of the Charter of TUI AG, and authorization of the Executive Board to increase the capital stock of the company with the possibility of an exclusion of subscription rights (authorized capital) – employee shares – (amendment of the Charter)

The Executive Board was authorized by shareholders' resolution at the General Meeting on 12 April 2000 under item 8 of the agenda to increase the capital stock of the company, with the approval of the Supervisory Board, by issuing bearer shares with the possibility of an exclusion of the subscription right (if employee shares are issued).

Given the fact that the validity of the authorization will end before the next General Meeting, it is proposed that a new authorization with an authorized capital be resolved.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

a) The authorization of the Executive Board according to section 4 para 4 of the Charter to increase the capital stock with the approval of the Supervisory Board by 11 April 2005 by up to a total of € 8,047,977.07 (employee shares) is revoked.

b) A new authorized capital is created in the amount of € 10,000,000. For this, section 4 para 4 of the Charter is newly worded as follows:

"The Executive Board is authorized to increase the capital with the approval of the Supervisory Board once or several times in the time up to 17 May 2009 by up to a total of € 10,000,000 (in words: ten million Euros) by issuing new bearer shares for cash contributions (authorized capital), and to decide on the contents of the shares and on the conditions of issue. The shareholders' subscription right can be excluded in order to be able to issue the shares created from the authorized capital to employees of the company and of its group member companies."

Report by the Executive Board to the Annual General Meeting on the exclusion of subscription rights pursuant to item 8 of the agenda in accordance with sections 203 para 2 sentence 2, 186 para 4 sentence 2 AktG

The authorized capital limited to € 10,000,000 is intended to enable the Executive Board, within a period up to 17 May 2009, once or several times with a limitation to the above-mentioned amount, to issue shares to employees of the company or of its group member companies. For this purpose it is necessary to exclude the shareholders’ subscription right.

9. Annulment of the authorized capital pursuant to section 4 para 6 of the Charter of TUI AG; authorization of the Executive Board to increase the capital stock (authorized capital) with the possibility of an exclusion of subscription rights, using non-cash contributions (amendment of the Charter)

The Executive Board was authorized by shareholders’ meeting of 12 April 2000, item 6 on the agenda, to increase the capital stock of the company with the approval of the Supervisory Board by issuing bearer shares with the possibility of an exclusion of subscription rights for non-cash contributions.

In view of the fact that the authorization will become invalid before the next General Meeting in the year 2005, it is proposed to pass a resolution for a slightly higher authorized capital to give the Executive Board a reliable planning basis and the possibility to also adjust the equity position of the company to the business requirements.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

a) The authorization of the Executive Board pursuant to section 4 para 6 of the Charter of TUI AG to increase the capital stock in the time up to 11 April 2005 by up to € 165,000,000 (authorized capital) is revoked.

b) The Executive Board is authorized to increase the capital stock of the company in the time up to 17 May 2009 with the approval of the Supervisory Board by issuing, once or several times, new shares for cash or non-cash contributions, but in total by a maximum of € 170,000,000. The shareholders are in principle to be granted a subscription right; however the Executive Board is authorized to exclude the shareholders’ subscription right with the approval of the Supervisory Board to the extent necessary to grant a subscription right to the holders of convertible or option rights issued or still to be issued by TUI AG or by its subsidiaries, as they would be entitled to after the exercise of the conversion or option right. Furthermore, peak amounts can be exempt from the shareholders’ subscription right. In addition, the Executive Board can exclude the shareholders’ subscription right with the approval of the Supervisory Board to the extent that the increase in capital is made for non-cash contributions for the purpose of acquiring undertakings or parts of undertakings or of participations in undertakings. The Executive Board is also authorized to determine the further details of the increase in capital and its implementation with the approval of the Supervisory Board.

c) A new authorized capital is created in the amount of € 170,000,000. For this, section 4 para 6 of the Charter is newly worded as follows:

"The Executive Board is authorized to increase the capital stock of the company in the time up to 17 May 2009 with the approval of the Supervisory Board by issuing, once or several times, new shares for cash or non-cash contributions, but in total by a maximum of € 170,000,000 (in words: one hundred and seventy million Euros). The shareholders are in principle to be granted a subscription right; however the Executive Board is authorized to exclude the shareholders’ subscription right with the approval of the Supervisory Board to the extent necessary to grant a subscription right to the holders of convertible or option rights issued or still to be issued by TUI AG or by its subsidiaries, as they would be entitled to after the exercise of the conversion or option right or, as the case may be, after the performance of conversion duties. Furthermore, peak amounts can be exempt from the shareholders’ subscription right. In addition, the Executive Board can exclude the shareholders’ subscription right with the approval of the Supervisory Board to the extent that the increase in capital is made for non-cash contributions for the purpose of acquiring undertakings or parts of undertakings or of participations in undertakings. The Executive Board is also authorized to determine the further details of the increase in capital and its implementation with the approval of the Supervisory Board.”

Report by the Executive Board to the Annual General Meeting on item 9 of the agenda pursuant to sections 203 para 2 sentence 2, 186 para 4 sentence 2 AktG

Through the Resolution under item 9 of the agenda, a new authorized capital is to be created in the amount of € 170,000,000. This will enable the Executive Board to adjust the equity position of the company to the business requirements also in the future. The new shares are to be offered in principle also to the shareholders for subscription.

In the event of an offer to the shareholders to subscribe to new shares, the terms of issue of the convertible and option rights vis-à-vis TUI AG provide either for the conversion or option price to be reduced in accordance with a dilution protection formula, or for the holders of the conversion or option rights to be granted a subscription right for new shares to the extent which they would be entitled to after exercising the conversion or option right. To keep both options open, the Executive Board is to be authorized to exclude the shareholders’ subscription right to the extent necessary to grant the above-mentioned subscription right to the holders of conversion or option rights.

Furthermore, the Executive Board is to be authorized to exclude the shareholders’ subscription right for fractional amounts. These are fractional amounts which arise on the basis of the determination of the amount of the capital increase and because of the choice of a practicable subscription ratio. Fractional amounts will be sold in each case for the market price.

The possibility of an exclusion of the subscription right also in the event of a capital increase for non-cash contributions is to enable the Executive Board to acquire, with the approval of the Supervisory Board, companies or parts of companies or participations in companies in suitable cases in the area of the objects of the company in exchange for shares in TUI AG. This opens up the possibility of offering new shares in TUI AG to a seller as valuable consideration for participation in companies. Experience shows that the owners of interesting acquisition objects often demand shares instead of money as valuable consideration for the sale. Therefore, in competition for attractive participations, advantages may well arise from offering a seller new shares in TUI AG as valuable consideration. In order to make use of such acquisition opportunities, the company must be able to increase its capital, excluding the subscription right, in exchange for non-cash contributions. The possibility of granting shares for the purpose of acquiring companies, parts of companies or participation in companies can also be a more favourable and liquidity-preserving form of financing for the company, compared to the payment of money, and is thus also in the shareholders’ interest. Through the proposed authorization, the Executive Board can react quickly and flexibly to such offers on the national or international markets. The Executive Board will carefully examine in each case whether the use of this instrument is necessary and whether the value of the new TUI shares is fair and reasonable compared to the value of the company to be acquired or of the participation in a company to be acquired. The issue price for the new shares is to be fixed for the purpose by the Executive Board with the approval of the Supervisory Board, taking account of the interests of the shareholders and of the company. With an amount of up to € 170,000,000 in total, the proposed authorization provides for a framework for a capital increase for non-cash contributions with an exclusion of the subscription right which enables the company in suitable cases to also acquire larger companies or participations in companies, provided this is in the interests of the shareholders and of the company. There are currently no concrete acquisition projects which would require the capital stock to be increased for non-cash contributions with an exclusion of the subscription right. If the proposed authorization is to be made use of concretely, the Executive Board will report to the General Meeting.

10. Annulment of the authorized capital pursuant to section 4 para 7 of the Charter of TUI AG; authorization of the Executive Board to increase the capital stock (authorized capital) with the possibility of an exclusion of the subscription right pursuant to section 186 para 3 sentence 4 AktG (amendment of the Charter)

The Executive Board was authorized by resolution of the General Meeting of 12 April 2000, item 7 of the agenda, to increase the capital stock of the company with the approval of the Supervisory Board by issuing bearer shares with the possibility of an exclusion of subscription rights pursuant to section 186 para 3 Sentence 4 AktG.

In view of the fact that the authorization will become invalid before the next General Meeting in the year 2005, it is proposed to pass a resolution for a slightly higher authorized capital to give the Executive Board a reliable planning basis and the possibility to also adjust the equity position of the company to the business requirements.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

a) The authorization of the Executive Board pursuant to section 4 para 7 of the Charter of TUI AG to increase the capital stock in the time up to 11 April 2005 by up to € 44,000,000 (authorized capital) is revoked.

b) The Executive Board is authorized to increase the capital stock of the company in the time up to 17 May 2009 with the approval of the Supervisory Board by issuing new shares for cash contributions, once or several times, but by a maximum of € 45,600,000. The Executive Board can with the approval of the Supervisory Board exclude the shareholders’ subscription right if the issue amount of the new shares is insignificantly lower than the market price for the shares with the same terms of issue which have already been issued. The Executive Board is also authorized to determine the further details of the increase in capital and its implementation with the approval of the Supervisory Board.

The number of new shares must not, together with the shares issued or sold on the basis of an authorization to sell pursuant to sections 71 para 1 no. 8 sentence 5, 186 para 3 sentence 4 AktG during the term of this authorization up to the time at which it is exercised, exceed the limit of 10% of the capital stock set out in section 186 para 3 sentence 4 AktG. For the purpose of this limitation, shares are to be taken into account which were issued or are to be issued on the basis of bonds with conversion or option rights issued pursuant to section 186 para 3 sentence 4 AktG at the time at which the authorization is made use of.

c) A new authorized capital in the amount of € 45,600,000 is created. For this, section 4 para 7 of the Charter is newly worded as follows:

"The Executive Board is authorized to increase the capital stock of the company in the time up to 17 May 2009 with the approval of the Supervisory Board by issuing new shares for cash contributions, once or several times, but by a maximum of € 45,600,000 (in words: forty five million six hundred thousand Euros). The Executive Board can with the approval of the Supervisory Board exclude the shareholders’ subscription right if the issue amount of the new shares is insignificantly lower than the market price for the shares with the same terms of issue which have already been issued. The number of new shares must not, together with the shares issued or sold on the basis of an authorization to sell pursuant to sections 71 para 1 no. 8 sentence 5, 186 para 3 sentence 4 AktG during the term of this authorization up to the time at which it is exercised, exceed the limit of 10% of the capital stock set out in section 186 para 3 sentence 4 AktG. For the purpose of this limitation, shares are to be taken into account which were issued or are to be issued on the basis of bonds with conversion or option rights issued pursuant to section 186 para 3 sentence 4 AktG at the time at which the authorization is made use of. The Executive Board is also authorized to determine the further details of the increase in capital and its implementation with the approval of the Supervisory Board.”

Re. item 10 of the agenda

An increase in capital from the authorized capital, excluding the subscription right pursuant to section 186 para 3 sentence 4 AktG, enables the Executive Board to benefit on short notice from favourable stock market conditions. The issue amount achievable through realistic price fixing results in a clearly higher flow of funds than in the case of a placement of stocks with a subscription right and thus in the greatest possible strengthening of the company's own funds.

The General Meeting is therefore requested to authorize the Executive Board to increase the capital stock of the company once or in several tranches, with the approval of the Supervisory Board, in the time up to 17 May 2009 for cash contributions by a total amount not exceeding € 45,600,000. The volume of the authorization to increase the capital with the possibility to exclude the subscription right pursuant to section 186 para 3 sentence 4 AktG thus represents less than 10% of the capital stock of the company, this limit being observed also with respect to the authorizations with a possibility to exclude the subscription right pursuant to section 186 para 3 sentence 4 AktG.

If the authorization is made use of, the Executive Board will fix the issue price, with the approval of the Supervisory Board, as close to the then current market price as possible in view of the capital market situation. A criterion for the possible markdown from the market price at the time at which the authorized capital is made use of is the report issued by the Law Committee of the German Federal Parliament in the parliamentary proceedings, according to which a markdown of 3% to a maximum of 5% of the current market price is generally possible. By tying the placement price to the market price, any significant financial disadvantage is avoided for the shareholders deprived of the subscription right, and the loss of influence for the shareholders is limited. When making use of the authorization the Executive Board will endeavour to issue the new shares from the increase in capital in a market friendly manner. Shareholders who wish to maintain their participation quota in the event of an increase in capital with an exclusion of the subscription right have the possibility, because of the liquid market for the shares of TUI AG, to acquire the necessary number of shares through the stock exchange.

11. Authorization of the Executive Board to issue bonds with conversion rights or warrants and with the possibility of an exclusion of subscription rights under section 186 para 3 sentence 4 AktG as well as the creation of a new conditional capital (amendment of the Charter)

The Executive Board is currently authorized by resolution of the General Meeting of 18 June 2003 to issue, with the approval of the Supervisory Board, bonds with conversion or option rights for shares in the company, once or several times ("bonds”), with the possibility of an exclusion of subscription rights, in the time up to 17 June 2008. This authorization has already been made use of through the issue of a convertible bond in October 2003, the subscription right being excluded. To make it possible also in the future to issue bonds with an exclusion of subscription rights, it is intended to grant a new authorization to issue bonds with conversion or option rights, and with the possibility of excluding subscription rights, as well as a new conditional capital to issue shares in the event of the exercise of conversion or option rights on the basis of this authorization.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

a) The Executive Board is authorized to issue bearer bonds with conversion rights (convertible bonds) or option rights (warrant-linked bonds) for shares in TUI AG once or several times by 17 May 2009 with the approval of the Supervisory Board.

Different maturities can be provided for the bond as well as the conversion and option rights, the maximum maturity, however, being thirty years following the issue. The bonds may be denominated in Euros or in the legal tender of any other OECD member state. The bonds may also be issued by undertakings wholly owned or indirectly owned by TUI AG; in this case the Executive Board is authorized with the consent of the Supervisory Board to assume for the company a guarantee for the bonds and to grant the holder of such bonds conversion or option rights for new shares in TUI AG. The total nominal amount of the bonds must not exceed € 1,000,000,000 or the equivalent value in the currency of any OECD member state. The proportionate amount of the capital stock attributable to the shares to be issued in the event of conversion or option rights or duties on the basis of this authorization must not exceed € 70,000,000.

The individual bonds will rank equally in relation to each other and will be bearer bonds; they can also have a ranking order.

In the event of the issuance of convertible bonds, the holders will have the right to convert their bonds into shares in TUI AG in accordance with the convertible bond terms. The proportionate amount of the capital stock attributable to the shares to be issued in the event of conversion must not exceed the nominal value of the convertible bonds or a lower issuing price. The conversion ratio is determined by the nominal amount of a bond divided by the fixed conversion price for a new share in TUI AG. The conversion ratio can also be determined by dividing the issue amount of a bond (which is below the nominal amount) by the fixed conversion price for a new share in TUI AG. The amount may be rounded up or down to a whole number. Moreover, an additional cash payment may be fixed. Furthermore, it may be provided that fractions be combined and/or compensated for in cash.

The bond terms may also provide for a conversion obligation at the end of the term of the bonds (or at an earlier time), or give the company the right upon maturity of the convertible or warrant-linked bonds to grant the bond creditors shares in the company instead of entire or partial payment of the due amount of money. In this case, the conversion or option price may correspond in accordance with the bond terms to the average closing rate of the shares in the company during the last ten trading days prior to bullet maturity in the final XETRA auction (or a follow-up system replacing the XETRA system) at the Frankfurt stock exchange, even if this average closing rate is below the minimum closing rates (80%) referred to below. The proportionate amount of the capital stock attributable to the shares to be issued in the event of the exercise of conversion or option rights must not exceed the nominal amount of the bonds. Furthermore, the company has the right, in the case of a conversion obligation, to entirely or partly compensate in cash for any difference between the nominal amount of the bonds and a stock exchange price for the shares to be fixed in the bond terms, at the time of the compulsory conversion, but at least 80% of the stock exchange price for the shares at the time of the issuance of the bonds – as described below –, multiplied by the conversion ratio. Section 9 para 1 in conjunction with section 199 para 2 AktG must always be observed.

If warrant-linked bonds are issued, one or several warrants are to be attached to each bond, entitling the holder to subscribe to shares in TUI AG in accordance with the warrant terms. The warrant terms can also provide for the option price to be paid by way of a transfer of bonds and, if necessary, an additional cash payment. In this case, the proportionate amount of the capital stock attributable to each share to be subscribed to per bond must not exceed the nominal amount of the warrant-linked bonds or a lower issue price.

The bond terms may provide in each case that, in the event of the exercise of the conversion or option rights, and if conversion obligations are fulfilled, the company may grant its own shares. Furthermore, the terms may stipulate that the company need not grant shares in the company to the holders of the conversion or option rights, but may pay the amount in cash which corresponds in accordance with the bond terms to the average closing rate of the shares in TUI AG during the last one to ten trading days prior to the conversion or the exercise of the option in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function).

If the bonds are issued with a subscription right for the shareholders, the conversion or option price to be fixed in each case must amount for each share either to at least 80% of the average stock exchange price for the shares in TUI AG – closing rate in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) – on the five trading days preceding the day of the adoption of the resolution by the Executive Board to issue the bonds, or at least 80% of the average stock exchange price – closing rate in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) – during the subscription period, with the exception of the last five calendar days before the end of the subscription period.

If the bonds are issued with an exclusion of the shareholders’ subscription rights, the conversion or option price per share in the company must not fall far short of the stock exchange price of the shares already listed at the time of the issue of the convertible bonds.

Without prejudice to section 9 para 1 AktG the convertible bond or option terms must include dilution protection provisions in case the company increases its capital stock or issues further convertible or warrant-linked bonds or grants other option rights, during the conversion or option period, granting a subscription right to its shareholders, and the holders of convertible or option rights are not granted a subscription right to the same extent as they would be entitled to after exercising the conversion or option rights. The bond terms may provide for adjustments of the conversion or option rights, in particular in the event of a share split, a capital reduction or the payment of a special dividend. If third parties obtain control, an adjustment of the conversion or option price in line with the market conditions can be provided for. The terms can also provide for a value-preserving adjustment of the conversion or option price in the case of other measures taken by the company which can result in a dilution of the value of the conversion or option rights. In any case, the proportionate amount of the capital stock attributable to the shares to be subscribed to per bond must not exceed the nominal amount of the bond.

Moreover, the convertible bond or option terms can provide for the number of shares to be subscribed to in the event of the exercise of the conversion or option rights or after conversion obligations are fulfilled, or as the case may be, a conversion right in this respect to be variable and/or that the conversion or option price can be changed during the term within a range to be fixed by the Executive Board, depending on the development of the share price or in consequence of dilution protection provisions.

The shareholders have the statutory subscription right in relation to the bonds which are issued. The bonds can also be offered to the shareholders by way of an indirect subscription right; they are then taken over by a bank or a bank consortium with the obligation to offer them to the shareholders.

However, the Executive Board is authorized to exclude, with the approval of the Supervisory Board, the subscription right to the bond with conversion or option rights for shares in TUI AG if the issuing price does not fall far short of the theoretical market value of the bond with conversion or option rights as determined according to generally accepted methods of the mathematics of finance. However, the authorization to exclude the subscription right applies only to bonds with conversion or option rights (or, as the case may be, conversion obligations) for shares with a pro rata amount totalling up to ten percent of the capital stock at the time of the authorization to issue bonds with conversion or option rights (or, as the case may be, conversion obligations), and only insofar as no use is made, during the time of this authorization, of the authorized capital according to section 4 para 7 of the Charter of the company on the one hand as well as, on the other hand, of the sale of its own shares acquired on the basis of the authorization pursuant to section 71 para 1 no. 8 AktG, in each case with an exclusion of the shareholders' subscription right under section 186 para 3 sentence 4 AktG.

If the Executive Board does not make use of the authorization to exclude the subscription right, it is authorized to exclude fractional amounts resulting from the subscription ratio from the shareholders' subscription right, and also to exclude the subscription right to the extent necessary in order to be able to grant a subscription right to the holders or creditors of conversion or option rights (or, as the case may be, conversion obligations) for shares in TUI AG to the extent they would be entitled to following the exercise of the conversion or option rights or through conversion obligations.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine the further details related to the issue and the features of the bonds, in particular the interest rate, the offering price, the term, the denominations, the conversion or option price, its adjustment in the case of special events, and the conversion or option period, or to determine these details by agreement with the organs of the group member companies issuing the bonds.

b) To hedge the above conversion and option rights (or, as the case may be, conversion obligations) a conditional increase in the capital stock of TUI AG by up to € 70,000,000 is made through the issue of bearer no-par value shares in TUI AG. The conditional capital increase serves to grant rights to the creditors of bonds with conversion rights or the holders of option rights and to perform conversion obligations to the creditors of bonds with conversion obligations which are issued on the basis of the above authorization in b) by 17 May 2009 by TUI AG or by a wholly owned direct or indirect participation company of TUI AG. The shares are to be issued for the conversion or option price to be fixed in each case according to b). The conditional capital increase may only be implemented in the event of an issue of bonds with conversion or option rights (or, as the case may be, conversion obligation) and only to the extent to which these rights are exercised or the conversion obligation is fulfilled, and none of its own shares are used for this purpose.

The new shares carry dividend rights for the entire financial year of TUI AG in which they result from the exercise of conversion or option rights or through conversion obligations.

The Executive Board is authorized to determine the further details of the implementation of the conditional capital increase with the approval of the Supervisory Board.

c) Accordingly a new para 9 is added to section 4 of the Charter:

"The capital stock is increased conditionally by up to € 70,000,000 (in words: seventy million Euros) by means of the issue of bearer shares. The conditional capital increase is only effected to the extent to which the creditors of bonds with conversion rights or conversion obligations or the holder of option rights exercise their conversion or option rights for bearer shares in the company from bonds to be issued by TUI AG or its wholly owned direct or indirect participation companies by 17 May 2009 on the basis of authorization given by the General Meeting on 18 May 2004, or the conditional capital increase is necessary to fulfil conversion obligations, provided none of its own shares are used for this purpose. The new shares are to be issued in each case for conversion or option prices to be determined in accordance with the authorization resolution referred to above.

The new shares from the conditional capital will carry dividend rights from the beginning of the financial year in which they are created through the exercise of conversion or option rights or through conversion obligations.”

d) The Executive Board is authorized to apply for the registration of the above amendment of the Charter in connection with the use of the conditional capital in the commercial register only if and when bonds are to be issued in accordance with this amendment of the Charter, designating the convertible bonds or warrants, in each case to the extent to which conditional capital is required under the issue terms of the bonds concerned.

Report of the Executive Board to the Annual General Meeting on the exclusion of the subscription rights proposed in items 10, 11 and 12 of the agenda pursuant to sections 186 para 4 sentence 2, 203 para 2 sentence 2 and 71 para 1 no. 8 sentence 5 AktG

Each of the authorizations in items 10, 11 and 12 of the agenda provide for the possibility, under the provisions in section 186 para 3 sentence 4 AktG, to increase the capital, to issue convertible or warrant-linked bonds or to sell acquired own shares, excluding the shareholders' subscription rights, if the applicable statutory limit of 10% – in total – of the capital stock is not thereby exceeded.

The Executive Board will use any of these authorizations only in such a way that the limit of 10% of the capital stock prescribed in section 186 para 3 sentence 4 AktG is complied with in total during the term of the authorization. Irrespective of whether the authorizations allowing for an exclusion of subscription rights are used individually or on an accumulated basis, the total limit of 10% of the capital stock fixed for an exclusion of subscription rights under the provisions of section 186 para 3 sentence 4 AktG is not to be exceeded. The sole purpose of the various proposed authorizations allowing for an exclusion of subscription rights under section 186 para 3 sentence 4 AktG (even taking account of the use of other already existing authorizations allowing for an exclusion of subscription rights under section 186 para 3 sentence 4 AktG) is to enable the Executive Board to use the instrument best suited – taking account of the interests of shareholders and the company – in the specific situation, but not to exclude shareholders' subscription rights beyond the limit of 10% of the capital stock prescribed by section 186 para 3 sentence 4 AktG by means of a multiple use of the different alternatives allowing for an exclusion of subscription rights in the authorization granted.

Re. item 11 of the agenda

The Executive Board is currently authorized by resolution of the General Meeting of 26 June 2003 to issue, with the approval of the Supervisory Board, bonds with conversion or option rights for shares in the company ("bonds"), once or several times, with the possibility to exclude subscription rights, in the time up to 17 June 2008. The above authorization has already been made use of through the issue of a convertible bond with an exclusion of the subscription right in October 2003. In order to be able also in the future to make use of the possibility to issue bonds with an exclusion of the subscription right, it is intended to newly authorize the issue of bonds with an exclusion of the subscription right. Accordingly, Bonds with conversion rights or warrants and with conversion obligations can again be granted up to a nominal amount of € 1,000,000,000 and a term of up to 30 years and with conversion rights or warrants and with conversion obligations for shares in the company with a pro rata amount of the capital stock of up to € 70,000,000.

This resolution is intended to give the company further flexible possibilities to increase its capital. The authorization being asked for is intended to enable the company to make use of attractive financing possibilities. The issue of bonds makes it possible to raise capital on favourable terms. The conversion and option premiums obtained will benefit the company. The further possibility to also create conversion obligations in addition to granting conversion and option rights extends the scope for determining the details of this financing instrument. If, upon final maturity of the bond, the company can also offer the bond creditors shares in the company instead of repaying the loan amount, without the lower limits (80%) fixed in the authorization for the determination of the conversion price being observed, the Executive Board may decide at its discretion to take such action, but only in the overriding interests of the company and thus of its shareholders. Any disadvantages involved in conversion obligations, which can also be created during the term of the bonds, can be entirely or partly compensated for by cash payment so that the holder of the bonds will financially receive back an amount up to the nominal amount of the bond in the form of shares and cash payment. The cash payment is limited in such a way that, taking account of the cash payment, the calculated conversion price for the shares is equivalent to at least 80% of the stock market price – as explained in more detail in the authorization – at the time of the issue of the bond.

The authorization gives the company the necessary flexibility to place the bonds either itself or through participation companies. In this case, the authorization also includes the possibility to give a guarantee for bonds issued by group member companies. Bonds may be issued not only in Euros, but also in the legal currency of any OECD member state. As a matter of principle, a subscription right is to be granted to the shareholders.

Furthermore, the Executive Board is to be authorized, with the consent of the Supervisory Board, to exclude the subscription right when issuing bonds by analogous application of section 186 para 3 sentence 4 AktG, provided the issue of shares on the basis of conversion rights and warrants or conversion obligations is limited to up to ten percent of the capital stock of the company.

The Executive Board will make use of the authorization to exclude the subscription right under section 186 para 3 sentence 4 AktG only in such a way that the sum of the shares sold for cash payment or issued for a cash contribution, making use of the authorized capital (section 4 para 7 of the Charter of the company), in the event of the issue of bonds on the basis of item 11 of this General Meeting and on the basis of an authorization given by the General Meeting for the sale of own shares under section 71 para 1 no. 8 AktG, excluding the subscription right under section 186 para 3 sentence 4 AktG, and the conversion or option rights or option obligations for shares granted in the case of bonds issued for cash contribution, will not exceed a total of ten percent of the capital stock at the time of the authorization to sell or issue.

The exclusion of the subscription right gives the company the flexibility to benefit on short notice from favourable stock market situations and to quickly use the capital market. The conversion or option premiums to be obtained will benefit the company. As opposed to this, the issue of bonds with a subscription right is often less attractive in view of the possible volatility of the TUI share. Because of this volatility, conditions favourable to the company which reflect the market situation to the extent possible can be fixed only if the company is not bound thereby for too long an offering period. To ensure the attractiveness of the conditions and thus the prospects of success for the issue throughout the entire offering period, it would otherwise be necessary to deduct a significant safety margin.

In the event of an exclusion of subscription rights pursuant to section 186 para 3 sentence 4 AktG, the Executive Board will generally examine, after obtaining an expert opinion from a renowned investment bank or auditing company, whether the issue price does not fall far short of the theoretic market value of the bond, so that the shareholders' protection against any dilution of their shareholdings is ensured. The shareholders will then not have any financial disadvantage from the exclusion of the subscription right. Their financial interests will be reasonably preserved. In addition they have the possibility to maintain their share of the capital stock of the company at virtually identical terms and conditions through an acquisition on the stock exchange.

Furthermore, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription rights for any fractional amounts. Such fractional amounts can follow from the amount of the issue volume and a practicable subscription ratio. In these cases the exclusion of the subscription right facilitates the implementation of the capital measure. Fractional amounts are to be realized for the stock exchange price in each case.

Moreover, the Executive Board is to have the possibility, with the approval of the Supervisory Board, to exclude the shareholders' subscription right in order to grant the holders of subscription rights or warrants or of convertible bonds with conversion obligations a subscription right to the extent they would be entitled to after the exercise of the conversion or option rights or after the fulfilment of the conversion obligations. This provides a possibility to prevent the option or conversion price for the holders of bonds with conversion or option rights or option obligations already issued from being reduced according to the warrant-linked convertible bond terms if the authorization is made use of.

The bond terms may provide, for the purpose of further increasing flexibility, for the company not to grant shares in the company if the conversion or option rights are exercised, or on the basis of the conversion obligations, but to pay the equivalent amount in money. Such virtual conversion or warrant-linked bonds can serve the purposes of financing on favourable capital market terms for the company without any actual capital measure under company law being necessary. The equivalent amount to be paid in money in the event of the exercise of conversion or option rights or on the basis of conversion obligations is equivalent in accordance with the bond terms to the average closing rate of the share in TUI AG during the last one to ten trading days before the conversion or option right is exercised in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) on the Frankfurt Stock Exchange.

Furthermore, the bond terms may provide for the number of shares to be obtained in the case of the exercise of the option or conversion rights or after the conversion obligations are fulfilled, or an exchange right in this respect, to be variable and/or the option or conversion price to be changed during the term within limits to be fixed by the Executive Board depending on the development of the stock exchange price or in consequence of dilution protection provisions. This may raise the attractiveness of the issue on the capital market in certain situations. However, the conversion or option price for a share to be fixed in each case must – also if the exchange ratio or a conversion or option price is variable – amount to at least 80% of the average stock market price of the shares in TUI AG – closing rate in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) on the five trading days before the day on which the Executive Board decides to issue the bonds, or at least 80% of the average stock exchange price – closing rate in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) – during the subscription period, except for the last five calendar days before the end of the subscription period.

The proposed conditional capital serves to fulfil the conversion or option rights or conversion obligations arising from the bonds from shares in the company to the extent that the bonds were issued. Instead, own shares can also be used for this purpose.

12. Authorization to acquire own shares under section 71 para 1 no. 8 AktG

The authorization to acquire own shares given to the Executive Board by the General Meeting on 18 June 2003 under sec. 71 para 1 no. 8 AktG is limited to the time up to 17 December 2004 and is therefore to be renewed. The proposed resolution deals with the possibility of the company both in respect of the modalities of an acquisition of its own shares and in respect of their subsequent use.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

a) TUI AG is authorized to acquire own shares with a volume of up to 10% of its current capital stock. The acquisition may be effected through the stock exchange or by means of a public offering addressed to all shareholders.

If the shares are purchased through the stock exchange, the purchase price must not fall short by more than 5% of or exceed by more than 10% (without ancillary acquisition costs) the average closing price of the share in TUI AG in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) on the three preceding trading days at the Frankfurt Stock Exchange.

In the case of a public offering, the offering price (without ancillary acquisition costs) must not exceed or fall short of by more than 20% the average closing price of the share in TUI AG in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) at the Frankfurt Stock Exchange on the five trading days preceding the final decision on the public offering. If a public offering is oversubscribed, the shares are to be allocated on a pro rata basis. The terms of the offer may provide for the preferential acceptance of a small number of up to a maximum of 300 shares per shareholder.

b) The Executive Board is authorized to sell own shares, with the approval of the Supervisory Board, for non-cash contributions, especially also in connection with mergers or acquisitions of companies, participations or other assets. A sale in this sense includes the granting of conversion or subscription rights and of purchase options as well as securities lending. In this respect the shareholders' subscription right is excluded.

The Executive Board is authorized to use acquired shares to fulfil conversion or option rights or conversion obligations from convertible or warrant-linked bonds issued by the company or its group member companies. In this respect the shareholders' subscription right is excluded.

The Executive Board is authorized to offer own shares to persons employed by the company or by an undertaking affiliated with it, excluding the shareholders' statutory subscription rights.

Furthermore, the Executive Board is authorized to sell own shares also in other ways than through the stock exchange or through a public offering to all shareholders, if these shares are sold at a price which does not fall far short of the stock exchange price of shares in the company with identical features at the time of the sale. In this case the number of shares to be sold, together with the new shares issued on the basis of authorizations to increase the capital with an exclusion of the subscription right under section 186 para 3 sentence 4 AktG or on the basis of a conditional capital under sections 221 para 4, 186 para 3 sentence 4 AktG, must not exceed in total the limit of 10% of the capital stock at the time of the authorization for the Executive Board.

The Executive Board is also authorized to call in own shares with the approval of the Supervisory Board without any further resolutions by a General Meeting. The authorization to acquire own shares, to sell them or to call in such shares may be made use of once or several times, entirely or partly.

The Executive Board will in each case inform the General Meeting of the reasons and the purpose of an acquisition of own shares, of the number of shares acquired and the amount of the capital stock attributable to them, of their share of the capital stock and of the value of the shares.

This authorization replaces the authorization granted by the Annual General Meeting of TUI AG on 18 June 2003 to acquire own shares in accordance with section 71 para 1 no. 8 AktG and expires on 17 November 2005.

Report of the Executive Board to the Annual General Meeting on the exclusion of the subscription rights proposed in items 10, 11 and 12 of the agenda pursuant to sections 186 para 4 sentence 2, 203 para 2 sentence 2 and 71 para 1 no. 8 sentence 5 AktG

Each of the authorizations in items 10, 11 and 12 of the agenda provide for the possibility, under the provisions in section 186 para 3 sentence 4 AktG, to increase the capital, to issue convertible or warrant-linked bonds or to sell acquired own shares, excluding the shareholders' subscription rights, if the applicable statutory limit of 10% – in total – of the capital stock is not thereby exceeded.

The Executive Board will use any of these authorizations only in such a way that the limit of 10% of the capital stock prescribed in section 186 para 3 sentence 4 AktG is complied with in total during the term of the authorization. Irrespective of whether the authorizations allowing for an exclusion of subscription rights are used individually or on an accumulated basis, the total limit of 10% of the capital stock fixed for an exclusion of subscription rights under the provisions of section 186 para 3 sentence 4 AktG is not to be exceeded. The sole purpose of the various proposed authorizations allowing for an exclusion of subscription rights under section 186 para 3 sentence 4 AktG (even taking account of the use of other already existing authorizations allowing for an exclusion of subscription rights under section 186 para 3 sentence 4 AktG) is to enable the Executive Board to use the instrument best suited – taking account of the interests of shareholders and the company – in the specific situation, but not to exclude shareholders' subscription rights beyond the limit of 10% of the capital stock prescribed by section 186 para 3 sentence 4 AktG by means of a multiple use of the different alternatives allowing for an exclusion of subscription rights in the authorization granted.

Re item 12 of the agenda (exclusion of subscription right in the case of a sale of own shares)

The proposal concerning item 12 of the agenda provides for an authorization to purchase own shares in accordance with section 71 para 1 no. 8 AktG of up to 10% of the capital stock, expiring after a period of 18 months.

The authorization is intended to give the company the possibility to continue to acquire its own shares and, if need be, to use them to reduce a possibly oversized equity capital, to directly or indirectly pay the purchase price for acquisitions, or to satisfy the claims of bond creditors with conversion or option rights, or with conversion obligations, and also to resell such shares.

For the resale of own shares which are acquired, the Stock Corporation Act allows a sale through the stock exchange or an issue with a subscription right for shareholders, but also allows limitations of the subscription right in compliance with section 186 AktG.

In purchasing and selling own shares, the principle of equal treatment of all shareholders according to section 53a AktG must be complied with. As the shares are to be acquired through the stock exchange or through a public offering, this is taken into account. If a public offering is oversubscribed, acceptance must take place on a pro rata basis. However, it is to be admissible to provide for the acceptance of small offers or smaller parts of offers up to a maximum of 300 shares. This possibility serves to avoid fractional amounts in determining the ratios to be acquired, as well as small remaining shareholdings, and thus to facilitate the technical implementation.

The proposed authorization makes it possible in the interests of the company and its shareholders to acquire own shares up to 10% of the capital stock of the company for a price which does not fall short by more than 5% of, and does not exceed by more than 10%, the stock exchange price – calculated on the basis of the 3 day average closing rate in XETRA trading (or any follow-up system replacing the XETRA system and having a comparable function) – in the case of an acquisition through the stock exchange, or must not fall short of or exceed this stock exchange price by more than 20% in the case of a public offering (without ancillary acquisition costs). In the case of a public offering, the 5 day average shall count. If the authorization to acquire own shares is made use of, the limit in section 71 para 2 AktG must be observed. According to this provision, the own shares which are acquired must not, together with other own shares acquired or still held by the company, exceed 10% of the capital stock. According to the proposed authorization, the own shares acquired by the company can either be called in – the capital stock of the company is thereby reduced – or resold by public offering to all shareholders or through the stock exchange. The last two possibilities of a sale of the own shares safeguard the shareholders' rights to equal treatment also in the case of a sale of the shares.

In accordance with section 71 para 1 no. 8 sentence 5 AktG, the proposed authorization also provides for the company to be able to sell its own shares in other ways than through the stock exchange or through a public offering to all shareholders. A precondition for this is that its own shares are sold according to section 186 para 3 sentence 4 AktG for a price which does not fall far short of the stock exchange price for the shares in the company at the time of the sale. This avoids a dilution of the TUI AG share price. The possibility of a sale in some other form than through the stock exchange or through an offering to all shareholders can be in the interests of the company and its shareholders. For example, shares may be sold to institutional investors, thus winning additional German or foreign shareholders. At the same time the company is put into a position where it can flexibly adjust its capital to the business requirements and can quickly and flexibly react to favourable stock market situations.

The proposed authorization also makes it possible to use the shares which are acquired as valuable consideration to acquire undertakings or participations in undertakings. This is intended to make use of the possibility to use the own shares as valuable consideration for a non-cash contribution, enabling the company to use its own shares as an acquisition currency. National and international competition increasingly requires this kind of consideration. The proposed authorization therefore is to enable the company to flexibly and cost-effectively use opportunities which open up to acquire companies or shares in companies to the benefit of the company and its shareholders.

Furthermore, the authorization provides for the own shares to be used, with an exclusion of the shareholders' subscription right, to fulfil the conversion or option rights or conversion obligations of creditors of bonds issued by the company or its group member companies. It can be expedient, for example, instead of a capital increase, to entirely or partly use own shares to fulfil the conversion or option rights or conversion obligations. For these purposes it must be taken into account that the bonds may in principle only be issued with a subscription right for shareholders so that the shareholders' subscription right is indirectly preserved.

In addition the Executive Board is to be authorized to offer the own shares for sale to persons employed by the company or an undertaking affiliated with it, excluding the statutory subscription right. The commercial success of TUI AG depends essentially on its employees. The issue of staff shares on favourable terms and conditions reinforces the employees' loyalty to TUI AG and its group member companies and thus in the long term the success of the company. The proposed authorization is to give the company the possibility, instead of using authorized capital, to also use its own shares to issue staff shares.

The shareholders' financial and voting right interests are reasonably preserved in the sale of own shares with an exclusion of the shareholders' subscription right on the basis of the legal provisions in section 71 para 1 no. 8 AktG. The authorization is limited to a maximum of 10% of the capital stock of the company. This ensures that the total number of shares acquired which may be issued again with an exclusion of the shareholders' subscription right must not exceed a total of 10% of the capital stock of the company; this satisfies the requirements of section 71 para 1 no. 8 in conjunction with section 186 para 3 sentence 4 AktG. This authorization may be used only in such a way that the limit of 10% of the capital stock which is fixed in section 186 para 3 sentence 4 AktG is observed in total, i.e. including any use of the authorization proposed in item 10 and 8. If they are sold in any way other than through the stock exchange or through a public offering to all shareholders, the own shares which are acquired may be sold only for a price which does not fall far short of the stock exchange price for shares in TUI AG with the same features at the time of the sale. To the extent that they are interested in maintaining their participation quota, the shareholders will thus have no disadvantages as they can at any time acquire the necessary additional number of shares through the stock exchange.

13. Approval of an inter-company agreement between the company and a subsidiary

The Executive Board and the Supervisory Board propose that the direct control and profit transfer agreement between TUI AG and Hapag-Lloyd AG (Old) be approved.

A direct control and profit transfer agreement exists between TUI AG and Hapag-Lloyd AG (Old). The text of the agreement, the annual accounts and the management reports of the contracting companies for the last three business years and the report pursuant to section 293a AktG will be available for an inspection by the shareholders in the offices of TUI AG, Karl-Wiechert-Allee 4, 30625 Hanover, from the time of the convocation of the General Meeting, and at the General Meeting. The agreement essentially has the following contents:

The management of Hapag-Lloyd AG (Old) is controlled by TUI AG. Thus, TUI AG has the right to give instructions to the Executive Board of Hapag-Lloyd AG (Old) with respect to the management of the company.

The entire profit of Hapag-Lloyd AG (Old) determined in accordance with the provisions of commercial law is to be transferred to TUI AG pursuant to section 301 AktG. Losses of Hapag-Lloyd AG (Old) must be compensated for by TUI AG pursuant to sec. 302 AktG. The transfer of income from any precontractual capital reserve written back or from a precontractual profit reserve is excluded. Hapag Lloyd AG (Old) may transfer annual profits to profit reserves with the prior consent of TUI AG.

The agreement entered into force on 1 January 2004 and can be terminated with effect from 31 December 2008 or later.