Agenda

1. Presentation of the adopted annual financial statements as per 31 December 2006, 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 2006
   
   
3. Resolution on formal approval of the activities of the Executive Board in the financial year 2006
   
   
4. Resolution on formal approval of the activities of the Supervisory Board in the financial year 2006
   
   
5. Election of the auditor for the financial year 2007
   
   
6. Resolution to add to Section 18 Para 1 (c) of the Charter ‘long-term variable remuneration for the Supervisory Board’ (Amendment of the Charter)
   
   
7. Resolution to add a new Para 6 ‘Electronic transmission of information to shareholders’ to Section 21 (Amendment of the Charter)
   
   
8. Resolution for a new authorization to acquire and use own shares under Section 71 Para 1 No. 8 AktG, and to exclude the subscription right
   
   

1. Presentation of the adopted annual financial statements as per 31 December 2006, 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 2006

The profit for the financial year 2006 in the amount of € 103,564,082.75 results in a balance-sheet profit of € 54,300,000, taking account of the profit carried forward from the previous year in the amount of € 2,435,917.25 and of a transfer of € 51,700,000 to the other profit reserves. The Executive Board and the Supervisory Board propose that the disclosed balance-sheet profit of € 54,300,000 be carried forward on new account.

3. Resolution on formal approval of the activities of the Executive Board in the financial year 2006

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 2006

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

5. Election of the auditor for the financial year 2007

The Supervisory Board proposes that Pricewaterhouse-Coopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, be elected auditors for the financial year 2007 and be instructed to audit and review the semi-annual financial report for the first half year 2007.

6. Resolution to add to Section 18 Para 1 (c) of the Charter ‘long-term variable remuneration for the Supervisory Board’ (Amendment of the Charter)

The Executive Board and the Supervisory Board propose that section 18 para 1(c) of the Charter be amended, that the new sentences 4 and 5 be added, and to newly word the provision as follows:

‘(c) a remuneration reflecting the long-term success of the Company (long-term variable remuneration). Long-term variable remuneration shall comprise a base amount of € 20,000 per year and shall be granted for the current fiscal year – starting from fiscal year 2006. This base amount shall be due at the end of the third fiscal year following the granting and shall either be increased or reduced to the extent that the profit per share in the third fiscal year following the granting changes compared with the fiscal year for which the amount was granted. Any change of the profit per share by € 0.01 results in an increase or a reduction of the base amount by € 100. The amount to be paid out shall, however, in no case exceed 250% of the base amount.

Should a member of the Supervisory Board depart prior to expiry of the assessment period, the profit per share in the fiscal year of departure shall be the determining factor when calculating the long-term variable remuneration.’

The addition of the new sentence 4 is necessary to clarify the method of calculation for the determination of the amount to be paid. The new sentence 5 sets a limit for the amount to be paid out in the event of an extraordinary unforeseen development.

7. Resolution to add a new Para 6 ‘Electronic transmission of information to shareholders’ to Section 21 (Amendment of the Charter)

Since the entry into force of the Transparency Directive Implementation Act (‘TUG’) in January 2007, the electronic transmission of information to shareholders pursuant to section 30b para 3 WpHG (Securities Trading Act) has been admissible only if the General Meeting agrees to this.

The inclusion of this authorization in the Charter of TUI AG secures the right in the future to pass on information to the shareholders by email. The amendment of the Charter changes nothing about the fact that the shareholders themselves must consent to this mode of transmission.

The Executive Board and the Supervisory Board propose that a new para 6 be added to section 21 of the Charter, worded as follows:

‘(6) The Company may transmit information to shareholders by way of remote data transmission pursuant to section 30b para 3 no. 1 WpHG.’

8. Resolution for a new authorization to acquire and use own shares under Section 71 Para 1 No. 8 AktG, and to exclude the subscription right

To acquire its own shares, the Company needs special authorization from the General Meeting, unless the acquisition is expressly allowed by law. As the authorization given by the General Meeting on 10 May 2006 will expire on 9 November 2007, it is to be proposed to the General Meeting that the Company be again authorized to acquire its own shares.

The Executive Board and the Supervisory Board therefore 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 shares being acquired must at no time represent more than 10% of the capital stock together with the other own shares held by the Company or attributable to it pursuant to sections 71a et seq. AktG. The authorization must not be used for the purpose of trading in its own shares.

b) The authorization can be made use of entirely or partly, once or several times, in pursuit of one or several purposes by the Company, or by third parties for the account of the Company. The authorization shall be effective until 15 November 2008. This authorization replaces the authorization to acquire own shares granted by the General Meeting of TUI AG on 10 May 2006.

c) The acquisition is effective at the option of the Executive Board through the stock exchange or by means of a public offer to buy or by means of a public invitation to the shareholders to submit a sales offer.

- If the shares are acquired through the stock exchange, the consideration paid by the Company for the share (without ancillary acquisition costs) must not by more than 5% exceed or fall short of the price determined in the XETRA trading system (or a functionally comparable successor system) through the opening auction on the trading day.

- If the acquisition is made through a public purchase offer or a public invitation to submit a sales offer, the purchase price which is offered or the minimum and maximum amounts of the purchase price range per share (without ancillary acquisition costs) must not by more than 10% exceed or fall short of the average closing prices in the XETRA trading system (or a functionally comparable successor system) on the three trading days preceding the day of the publication of the offer or of the public invitation to submit a sales offer. If, after the publication of a public purchase offer or after the public invitation to submit a sales offer, significant deviations from the relevant price arise, the purchase offer or, as the case may be, the invitation to submit a sales offer can be adjusted. In this case, the average price on the three trading days before the public announcement of such an adjustment shall be relevant. The purchase offer or the invitation to submit a sales offer can be subject to further conditions. If the purchase offer is oversubscribed or, in the case of an invitation to submit a sales offer, not all offers among several equivalent offers can be accepted, the shares are to be allocated or the offers accepted on a pro rata basis. The terms of the purchase offer or of the invitation to submit a sales offer may provide for the preferential acceptance of a small number of up to 100 shares offered for sale per shareholder.

d) The Executive Board is authorized to use the shares of the Company acquired on the basis of this authorization for all purposes allowed by law, especially also for the following purposes:

aa) The shares can be called in, with the approval of the Supervisory Board, without any further resolutions being required by a General Meeting. They can also be called in through the simplified procedure without any capital reduction by means of an adjustment of the proportionate arithmetic amount of the other shares in the capital stock of the Company. The decision to call in the shares can be limited to a part of the acquired shares. If the shares are called in through the simplified proceedings, the Executive Board is authorized to adjust the number of the shares in the Charter.

bb) The shares can also be sold in other ways than through the stock exchange or through a public offering to all shareholders, if these shares are sold for cash payment 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 that are issued on the basis of authorizations to increase the capital with an exclusion of the subscription right pursuant to section 186 para 3 sentence 4 AktG or on the basis of a conditional capital pursuant to sections 221 para 4, 186 para 3 sentence 4 AktG for bonds with conversion or option rights or, as the case may be, conversion duties issued during the term of this authorization until it is made use of, must not exceed 10% in total of the capital stock at the time of this authorization or at the time at which it is made use of.

cc) The shares can, with the approval of the Supervisory Board, be sold for non-cash contributions, especially also in connection with the acquisition of undertakings, parts of undertakings, participations, or other assets, and in connection with mergers and acquisitions.

dd) The shares can also be used to fulfil conversion or option rights or for conversion obligations from convertible or warrant-linked bonds issued by the Company or its group member companies (or special dividend rights or dividend bonds with conversion rights, option rights or conversion obligations).

e) The authorization in d), bb) to dd) also comprises the use of shares in the Company which were acquired on the basis of section 71 d sentence 5 AktG.

f) The authorizations in d) can be made use of once or several times, partly or entirely, individually or jointly, the authorizations in d), bb) to dd) also through dependent undertakings or undertakings majority owned by the Company or by third parties acting for their account or for the account of the Company.

g) The shareholders' subscription right to these own shares is excluded insofar as these shares are used in accordance with the authorization in d), bb) to dd) above.

Report on Item 8 of the Agenda (Authorization to acquire and to use own shares)

The proposal in Item 8 of the Agenda provides for an authorization to acquire own shares pursuant to section 71 para 1 no. 8 AktG in the amount of up to 10% of the capital stock, limited to a period of 18 months.

TUI AG adopted a resolution at the Annual General Meeting of 10 May 2006 for an authorization to acquire own shares, limited to the time up to 9 November 2007. Because of the expiry of this authorization in the current financial year, this resolution including the authorization is to be annulled with effect from the entry into force of the new authorization to be granted at this Annual General Meeting.

In addition to an acquisition through the stock exchange, the Company is to be given the possibility to acquire own shares through a public purchase offer to be addressed to the shareholders of the Company or through the public invitation to the shareholders to submit an offer for the purchase of shares. The principle of equal treatment set out in the Stock Corporation Act must be observed. In the case of a public invitation to submit a sales offer, the addressees of the invitation can decide how many shares and – if a price range is fixed – at what price they wish to offer them to the Company. If a public purchase offer is oversubscribed or, in the case of an invitation to submit an offer for the purchase of shares, not all offers among several equivalent offers can be accepted, the shares are to be allocated on a pro-rata basis. However, it is to be possible to provide for the preferential acceptance of a small number or of small parts of offers up to a maximum of 100 shares. This possibility serves to avoid fractions in determining the quotas to be acquired as well as small remaining shareholdings, and thus to facilitate the technical handling. The purchase price which is offered or the minimum and maximum value of the purchase price range offered per share (without ancillary acquisition costs) must not by more than 10% exceed or fall short of the average closing price in XETRA trading (or a comparable follow-up system) on the three trading days preceding the day of the public announcement of the offer or, as the case may be, the public invitation to submit a sales offer. If a substantial deviation from the relevant price arises after the publication of a public purchase offer or after the public invitation to submit a sales offer. The purchase offer, or, as the case may be, the invitation to submit a sales offer can be adjusted. In this case the average price on the three trading days preceding the public announcement of a possible adjustment can be used. The purchase offer or, as the case may be, the invitation to submit a sales offer can provide for further terms to be applicable.

The own shares which are acquired may be used for all purposes admissible by law, in particular also the following:

The proposed resolution contains the authorization to sell the previously acquired own shares outside the stock exchange for cash payment with an exclusion of the subscription right. A precondition for this is that the shares are sold at a price which does not fall far short of the stock exchange price of shares in the Company with the same features at the time of the sale. This authorization makes use of the possibility to simplify the exclusion of subscription rights allowed under section 71 para 1 no. 8 AktG and, analogously, section 186 para 3 sentence 4 AktG. The shareholders' interest in dilution protection is taken account of through the prohibition of selling the shares for a price which falls far short of the relevant stock exchange price. The final determination of the sales price for the own shares is made just before the sale. The Executive Board will keep a possible mark-down from the stock exchange price as low as possible in accordance with the market conditions prevailing at the time of the placement. The mark-down from the stock exchange price at the time at which the authorization is made use of will in no case exceed 5% of the then current stock exchange price. The authorization applies subject to the proviso that the shares sold with an exclusion of the subscription right pursuant to section 186 para 3 sentence 4 AktG must not exceed – in total – 10% of the capital stock, neither at the time of the entry into force of this authorization nor at the time of its exercise. This authorization is to be made use of only in such a way that the limit of 10% of the capital stock fixed in section 186 para 3 sentence 4 AktG must be observed in total, i.e. by inclusion of the possible exercise of the authorizations in section 4 para 7 and section 4 para 5 of the Charter. The shareholders in principle have the possibility to maintain their participation quota by purchasing TUI shares through the stock exchange. The authorization is in the interests of the Company because it provides a greater degree of flexibility. It makes it possible in particular to issue shares specifically to cooperation partners.

The sale of own shares can, with the approval of the Supervisory Board, also be made for contributions in kind with an exclusion of the shareholders' subscription right. The Company is thereby enabled to offer own shares directly or indirectly as valuable consideration in connection with mergers or in connection with the acquisition of companies, parts of companies, participations or other assets (e.g. hotels, ships or aeroplanes). International competition and the globalization of the economy frequently require valuable consideration to be paid in such transactions in the form of shares. The authorization proposed here is intended to give the Company the necessary flexibility to quickly and flexibly benefit both nationally and internationally from opportunities which arise to acquire companies, parts of companies, participations or other assets. For this, the proposed exclusion of the subscription right is necessary. In determining the pricing ratios, the Executive Board will take care that the shareholders' interests are reasonably preserved. The Executive Board will, in determining the value of the shares granted as valuable consideration, orient itself by the stock exchange price for the TUI share. No formalistic orientation by a stock exchange price is intended, especially in order not to jeopardize negotiation results which have been achieved through fluctuations of the stock exchange price.

The authorization also provides for the own shares to be used, with an exclusion of the shareholders' subscription right, to fulfil conversion or subscription rights of holders of warrant-linked bonds or convertible bonds (or, as the case may be, special dividend rights or dividend bonds with a conversion right, option right or conversion duty) issued by the Company or by its group members companies. It may be expedient to entirely or partly use own shares to fulfil the conversion rights instead of new shares from an increase in capital.

All of the above possible applications can be used not only with respect to shares acquired on the basis of this authorization. In contrast, the authorization also comprises shares which were acquired pursuant to section 71d sentence 5 AktG. It is advantageous and provides further flexibility to be able to utilize these own shares in the same way as the shares acquired on the basis of this authorization.

The own shares acquired on the basis of this authorization can, with the approval of the Supervisory Board, be called in by the Company without a new resolution of the General Meeting. In accordance with section 237 para 3 no. 3 AktG, the General Meeting of the Company can resolve upon the redemption of its fully paid-in no-par shares without requiring a reduction of the capital stock of the Company. The proposed authorization expressly provides for this alternative in addition to a redemption with a capital reduction. If own shares are redeemed without a capital reduction, the arithmetic share of the other no-par shares in the capital stock of the Company automatically increases. The Executive Board is therefore also to be authorized to make any necessary amendments of the Charter with respect to the number of no-par shares which may change through a redemption.

If the authorization is made use of, the Executive Board will report to the next General Meeting.