References to the Participation
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Participation in the Annual General Meeting
According to sec. 21 para 3 of the Charter of the Company, eligibility to participate in the Annual General Meeting and to exercise the voting rights is restricted to shareholders who deposit their shares with the Company in Hanover or Berlin, at any of the depositaries listed below, with a notary or with a securities clearing and deposit bank during normal business hours, and leave them there until the end of the General Meeting. The shares are also considered to have been deposited with any of the above depositaries if the shares are blocked with the consent and on behalf of such a depositary with a bank until the end of the General Meeting. Shares can only be deposited with such depositaries up to and including 4 May 2005.
Upon deposition of the shares, admission tickets will be issued to the shareholders.
Please contact your bank immediately if you do not receive, by the end of the deposit period, an admission ticket ordered by you.
Voting by Proxy
We are especially interested in seeing all of our shareholders exercise their right to vote at General Meetings.
If you do not personally take part in the General Meeting, you can have your votes cast by proxy with written power of attorney chosen by you, for example a bank or a shareholders association.
Also in the case of voting by proxy, the shares must be deposited or blocked in time.
To further facilitate the exercise of your voting right, we additionally offer the possibility to grant power of attorney in writing or by telefax (+49 (0)511 566 1996, to representatives named by the Company and bound by your instructions. This may be of interest especially if your depositary bank refuses to exercise your voting right for you at our General Meeting. To grant power of attorney to the representatives named by the Company you require an admission ticket although you will not personally attend the General Meeting. The ticket also serves as the form of power of attorney for our representatives who will act as proxy for you, and for your voting instructions. The representatives are obliged to vote in accordance with your instructions.
Power of attorney must be given in writing and must contain instructions for the exercise of the voting right. Without such instructions the power of attorney is invalid, and the right to vote will not be exercised. If instructions are unclear, the representatives will abstain in a vote on the item on the agenda concerned; this applies also to unforeseen motions.
This and further information is available to you also in the Internet at www.tui.com under "Annual General Meeting".
Counter motions pursuant to section 126 para 1 AktG
Motions by shareholders are to be mailed to TUI AG, Gesamtvorstandssekretariat, Karl-Wiechert-Allee 4, 30625 Hanover, Germany, or sent per telefax to the number +49 (0)511 566 1996, with proof of the shareholders' eligibility (copy of the securities account statement). Any counter motions by shareholders, as far as they have to be made accessible pursuant to section 126 AktG, can be seen in the internet at www.tui.com under "Annual General Meeting".
The banks and their branch offices listed below are depositories
in the Federal Republic of Germany:
WestLB AG;
Deutsche Bank AG;
Dresdner Bank AG;
Baden-Württembergische Bank AG;
Bayerische Hypo- und Vereinsbank AG;
Bayerische Landesbank;
BHF-BANK Aktiengesellschaft;
Commerzbank AG;
DZ Bank AG Deutsche Zentral-Genossenschaftsbank;
HSH Nordbank AG;
HSBC Trinkaus & Burkhardt KGaA;
Nord/LB Norddeutsche Landesbank Girozentrale;
Vereins- und Westbank AG.
in Switzerland:
Credit Suisse First Boston;
UBS AG.
Berlin/Hanover, April 2005
The Executive Board