The TUI AG Annual General Meeting took place in the Hanover Congress Centre on 11 May 2005.

Agenda

1. Presentation of the adopted annual financial statements as per 31 December 2004, 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 2004
   
   
3. Resolution on formal approval of the activities of the Executive Board in the financial year 2004
   
   
4. Resolution on formal approval of the activities of the Supervisory Board in the financial year 2004
   
   
5. Election of the auditor for the financial year 2005
   
   
6. Resolution to convert bearer shares into registered shares, and corresponding amendments of the Charter
   
   
7. Authorization to acquire own shares under section 71 para 1 no. 8 AktG
   
   

1. Presentation of the adopted annual financial statements as per 31 December 2004, 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 2004

The Executive Board and the Supervisory Board propose that the amount of € 137,642,535.03 out of the balance-sheet profit totalling € 138,000,000 be used to pay a dividend of € 0.77 per no-par value share on the capital stock of € 456,983,835.51 existing as per 31 December 2004. The remaining amount of € 357,464.97 will be carried forward on new account.

3. Resolution on formal approval of the activities of the Executive Board in the financial year 2004

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

4. Resolution on formal approval of the activities of the Supervisory Board in the financial year 2004

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

5. Election of the auditor for the financial year 2005

The Supervisory Board proposes that PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (soon to be named PriceWaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft), Hanover, be elected auditors for the financial year 2005.

6. Resolution to convert bearer shares into registered shares, and corresponding amendments of the Charter

The shares of the Company are currently bearer shares. They are to be converted into registered shares. Registered shares are internationally very common. Registered shares enable the Company and its shareholders to maintain better contact. Moreover, by converting the shares into registered shares, it becomes easier for the Company to show that the majority of the shares of the Company is held by citizens of EU member states, as required for operating permits of affiliated airlines under the provisions of air traffic law pursuant to Article 4 of Regulation (EEC) No. 2407/92. The conversion into registered shares makes it necessary for a share register to be set up. In relation to the Company, only persons whose names appear in the share register are shareholders. A transfer of shares does not require the consent of the Company and can also be validly effected without an entry in the share register. Dividend payments also do not depend on a shareholder's registration in the share register. The Executive Board and the Supervisory Board therefore propose that the following resolution be adopted for the conversion into registered shares (lit. a-c) and for the amendments of the Charter necessary for this (lit. d-I):

a) The shares of the Company which are currently bearer shares are converted into registered shares.

b) The shareholders must for the purpose of registration in the share register give the Company their names, date of birth, address, firm in the case of a legal entity, their business address and their domicile, and in any case the number of shares held by them.

c) All shareholders registered in the share register who register in time for the General Meeting have the right to attend. Shareholders must register for the General Meeting with the Executive Board at the domicile of the Company or elsewhere as indicated in the convocation, in writing, per telefax or if so decided by the Executive Board electronically in a manner to be specified in more detail by the Executive Board, on the seventh day before the day of the General Meeting. In the last six days before the General Meeting and on the day of the General Meeting itself, no shareholders will be struck from or newly entered in the share register. An admission ticket will be issued to the shareholders entitled to attend.

d) Section 4 para. 3 of the Charter will be worded as follows:
"(3) The shares are registered shares."

e) Section 4 para. 4 sentence 1 of the Charter will be worded as follows:
"(4) The Executive Board is authorized with the approval of the Supervisory Board to increase by up to € 9,264,097.60 (in words: nine million two hundred sixty-four thousand and ninety-seven Euro and sixty Cents) the capital once or several times in the time up to 17 May 2009 by issuing registered shares for cash contributions (authorized capital), and to decide on the contents of the shares and on the conditions of issue.”

f) Section 4 para. 5 sentence 1 of the Charter will be worded as follows:
"(5) The Executive Board is authorized with the approval of the Supervisory Board to increase the capital stock of the Company in the time up to 17 May 2009 by issuing new registered shares for cash or non-cash contributions once or several times, but in total by a maximum of € 170,000,000.00 (in words: one hundred and seventy million Euro).”

g) Section 4 para. 6 sentence 1 of the Charter will be worded as follows:
"(6) The Executive Board is authorized with the approval of the Supervisory Board to increase the capital stock of the Company by issuing new registered shares for cash contributions once or several times but by a maximum of € 45,600,000.00 (in words: forty-five million six hundred thousand Euro) in the time up to 17 May 2009".

h) Section 4 para. 7 sentences 1 and 2 of the Charter will be worded as follows:
"(7) The share capital is conditionally increased by up to € 90,000,000.00 (in words: ninety million Euro) through the issue of registered shares. The conditional increase of the share capital shall only be carried out insofar as the creditors of bonds with conversion rights or conversion obligations, or the holders of option rights on bonds issued up to 17 June 2008 by TUI AG or its 100% direct or indirect owned affiliated companies with the authorisation of the annual general meeting held on 18 June 2003 exercise their conversion or option rights for registered shares in the Company, or where this is required to fulfil the conversion obligations and insofar as no treasury stock is used to service the aforementioned.”

i) Section 4 para. 8 sentences 1 and 2 of the Charter will be worded as follows:
"(8) The capital stock is increased conditionally by up to € 70,000,000.00 (in words: seventy million Euro) by means of the issue of registered 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 holders of option rights exercise their conversion or option rights for registered 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 authorisation given by the Annual General Meeting on 18 May 2004, or if the conditional capital increase is necessary to fulfil conversion obligations, insofar as it does not use its own shares for servicing.”

j) Section 5 para. 3 sentence 1 of the Charter will be worded as follows:
"(3) The Company shall be entitled to issue share certificates in the holder's name, each of which embody one or several shares.”

k) Section 20 of the Charter will be worded on the whole as follows:
"The General Meeting must be convened at least one month preceding the day by the close of which the shareholders must register. The day of the convocation and the last day on which the shareholders must register for the General Meeting shall not count for this purpose.”

l) Section 21 of the Charter will be worded on the whole as follows:
"(1) Only such shareholders shall be entitled to attend the General Meeting and to exercise the right to vote who are registered in the share register and who register in time for the General Meeting.

(2) Shareholders must register for the General Meeting with the Executive Board at the domicile of the Company or elsewhere as indicated in the convocation, in writing, per telefax or if so decided by the Executive Board electronically in a manner to be specified in more detail by the Executive Board, on the seventh day before the day of the General Meeting. In the last six days before the General Meeting and on the day of the General Meeting itself, no shareholders will be struck from or newly entered in the share register.

(3) Admission tickets will be issued to the shareholders entitled to attend.

(4) The shareholder can have his voting right exercised by a proxy of his choice.

(5) The Company appoints one or more proxies to exercise the voting rights of shareholders in accordance with their instructions. Proxies issued to the Company proxy can be given in writing, by fax, or via an electronic medium in a form to be defined in more detail by the Executive Board. Details, especially on the form and deadlines for the issuance and cancellation of proxies shall be published together with the annual general meeting convening notice.”

7. 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 May 2004 under sec. 71 para 1 no. 8 AktG is limited to the time up to 17 November 2005 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 must not, 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 for bonds with conversion or option rights issued during the duration of this authorization 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 given by the Annual General Meeting of TUI AG on 18 May 2004 to acquire own shares in accordance with section 71 para 1 no. 8 AktG and expires on 10 November 2006.

Report by the Executive Board to the Annual General Meeting on the consent provided for in item 7 of the agenda (exclusion of subscription right in the case of a sale of own shares)
The proposal concerning item 7 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 counts. 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 this 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 provided for in section 4 para 6 as well as in section 4 para 8 of the Charter. 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.