Invitation to the Annual General Meeting 2009

Transcription

1 Invitation to the Annual General Meeting 2009 TUI AG Hannover Congress Centrum 13 May :30 a.m. (CEST)

2 Table of Contents 2 Agenda 2 Abbreviated Version 3 Agenda 22 Participation 22 Registration 22 Advice on Voting by Proxy 23 Advice on Counter-Motions and Nominations for Elections pursuant to Section 126(1) AktG 23 Notification pursuant to Section 128(2) AktG 24 Extracts of the Annual Report TUI Group in Figures the Year that was 26 Divisional Turnover and Earnings 30 Development of Group Earnings 31 Net Assets of the Group 32 Financial Position of the Group 34 Annual Financial Statements of the TUI AG (abbreviated version) 35 Report on Expected Developments 37 Report on Subsequent Events 38 Service 38 Directions to the Venue 40 Annual General Meeting online 41 AGM Online-Service 42 Map of Hannover Congress Centrum 43 Guidelines for the AGM

3 Item 7-9 Agenda 1 Einladung Invitation Invitation We hereby invite our shareholders to the 2009 Annual General Meeting on Wednesday, 13 May 2009 at 10:30 a.m. at the Hannover Congress Centrum (Niedersachsenhalle/Eilen riedehalle/glashalle), Theodor-Heuss-Platz 1-3, Hanover. TUI AG Berlin/Hanover Karl-Wiechert-Allee Hanover Germany Securities identification numbers: Voting and participating shares: ISIN Code WKN DE 000 TUA G000 TUA G00 DE 000 TUA G6B9 TUA G6B DE 000 TUA G7B7 TUA G7B The company s share capital is divided into 251,444,305 no-par value shares carrying the same number of votes. Voting shares: ISIN Code DE 000 TUA G7C5 WKN TUA G7C

4 2 Agenda Abbreviated version Agenda Abbreviated Version 1. Presentation of the approved annual financial statements as at 31 December 2008, the approved consolidated financial statements, the combined management and Group management report, the report of the Supervisory Board and the explanatory report on the information pursuant to sections 289(4) and 315(4) HGB 2. No resolution on the appropriation of a net profit available for distribution 3. Resolution on the ratification of the actions of the Executive Board for the 2008 financial year 4. Resolution on the ratification of the actions of the Supervisory Board for the 2008 financial year 5. Resolution on changing the financial year pursuant to article 2(2) of the TUI AG Charter 6. Resolution of the granting of a new authorisation to issue convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these instruments) with the option to exclude subscription rights, inter alia pursuant to sections 221(4) and 186(3) sentence 4 AktG and creation of new conditional capital, cancelling the conditional capital as set out in article 4(6) of the TUI AG Charter (amendment to the Charter) 7. Resolution on the new authorisation to acquire and use own shares in accordance with section 71(1) no. 8 AktG, with potential exclusion of subscription rights and rights to tender shares and the possibility of redeeming own shares while reducing share capital 8. Resolution on the authorisation regarding the use of equity derivatives for the acquisition of own shares in accordance with section 71(1) no. 8 AktG under exclusion of tender rights 9. Resolution on the appointment of the auditor for the current financial year 10. Election to fill vacancies on the Supervisory Board

5 Item 1-6 Agenda 3 Agenda of TUI AG s 2009 Annual General Meeting on 13 May Presentation of the approved annual financial statements as at 31 December 2008, the approved consolidated financial statements, the combined management and Group management report, the report of the Supervisory Board and the explanatory report on the information pursuant to sections 289(4) and 315(4) HGB 2. No resolution on the appropriation of a net profit available for distribution The Executive Board and the Supervisory Board submit the following balanced net result for the year: The net loss for the year is 1,528,644, Using the profit carried forward of 24,775,821.65, the sum of 1,503,868, was withdrawn from capital reserves to offset the net loss. The Annual General Meeting is thus presented with a balanced net result for the year. No resolution is proposed. Agenda 3. Resolution on the ratification of the actions of the Executive Board for the 2008 financial year The Supervisory Board and the Executive Board recommend ratification. 4. Resolution on the ratification of the actions of the Supervisory Board for the 2008 financial year The Supervisory Board and the Executive Board recommend ratification. 5. Resolution on changing the financial year pursuant to article 2(2) of the TUI AG Charter The Executive Board and the Supervisory Board propose to amend article 2(2) of the Charter as follows: The financial year begins on 1 October and ends on 30 September of the following year; the period from 1 January 2009 to 30 September 2009 will form a short financial year. 6. Resolution of the granting of a new authorisation to issue convertible bonds, bonds with warrants, profitsharing rights and/or income bonds (or combinations of these instruments) with the option to exclude subscription rights, inter alia pursuant to sections 221(4) and 186(3) sentence 4 AktG and creation of new conditional capital, cancelling the conditional capital as set out in article 4(6) of the TUI AG Charter (amendment to the Charter) Under item 9 of the agenda for the Annual General Meeting of 7 May 2008, the Executive Board was authorised, with the consent of the Supervisory Board, to issue convertible bonds, bonds with warrants, profitsharing rights and/or income bonds (or combinations of these instruments) (hereinafter referred to as bonds ). This authorisation was granted in response to certain court rulings that required a fixed warrant exercise or conversion price to be determined directly by the Annual General Meeting. The company has not used this authorisation to date. In order to retain the necessary flexibility to use this important financing instrument in the current difficult market conditions, it is recommended that the Annual General Meeting pass a resolution on a further authorisation to issue bonds which will take effect in parallel to the existing authorisation; these bonds will determine other warrant exercise and conversion prices but will in all other respects largely correspond to the existing authorisation. To service the conversion rights and warrants and conversion obligations in the event that the new authori sation exercised, a resolution is furthermore to be passed on the creation of new conditional capital, cancelling the existing conditional capital provided for in article 4(6) of the Charter. This new authorisation should not dilute existing shareholdings more than was previously the case. For this reason, the company will issue bonds with a total par value of no more than 1,000,000, under the two authorisations that would then exist. The new conditional capital, which is to be used to fulfil

6 4 Agenda Item 6 conversion rights, warrants or conversion obligations, shall be 100,000,000.00; in the event of an exclusion of subscription rights pursuant to section 186(3) sentence 4 AktG, however, the shares to be issued to service conversion rights or warrants or conversion obligations must not exceed 10% of the share capital either as per the date on which the following authorisation takes effect or as per the date on which this authorisation is exercised, if this value is lower. The Executive Board and the Supervisory Board recommend that the following resolution be passed: a) Authorisation to issue convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these instruments) aa) Par value, authorisation period, number of shares, term The Executive Board is authorised, with the consent of the Supervisory Board, to issue bearer or registered convertible bonds, bonds with warrants, profit-sharing rights or income bonds (or combinations of these instruments) (hereinafter collectively referred to as bonds ) until 12 May 2014 once or several times with a total par value of up to 1,000,000, and to grant the holders or creditors (hereinafter collectively referred to as holders ) of such bonds conversion rights or warrants on company shares representing a pro-rata amount of the share capital of no more than 100,000, as described in more detail in the conditions of the convertible bonds or bonds with warrants or the conditions of the bonds. Par values of bonds which were issued on the basis of the authorisation by the Annual General Meeting of 7 May 2008 (agenda item 9) must be taken into account when calculating this total par value of up to 1,000,000,000.00, so that this total amount of up to 1,000,000, can only be utilised once. Bonds, conversion rights, warrants and conversion obligations may be issued with or without a fixed term. The bonds may also be issued in return for non-cash contributions. Besides euros, the bonds may also be issued in the legal tender of any OECD country limited to the corresponding euro equivalent value. Further, issue may be made by subordinated Group companies; in this case the Executive Board is authorised, with the consent of the Supervisory Board, to assume for the company the guarantee for the bonds and to grant to the holders of such bonds conversion rights or warrants on shares of the company. bb) Granting or excluding subscription rights The shareholders are generally entitled to a subscription right on the bonds. The bonds may also be acquired by one or several credit institutions with the obligation to offer them to the shareholders for subscription. However, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude subscription rights for the bonds: with regard to fractions; insofar as it is necessary to grant subscription rights to holders of previously issued conversion rights or warrants on shares of the company or to holders of bonds with conversion obligations to the extent that they would be entitled to such subscription rights as shareholders after exercising these rights or fulfilling a conversion obligation; to the extent that bonds with conversion rights, warrants or conversion obligations are issued in return for cash payment and the issue price is not substantially lower than the theoretical market value of the bonds calculated using generally accepted financial calculation principles; however, this only applies insofar as the shares to be issued to service the conversion rights and/or warrants or the conversion obligations constituted by such bonds do not exceed a total of 10% of the share capital existing at the time this authorisation takes effect or at the time this authorisation is exercised, whichever is lower. The sale of own shares must be taken into account when calculating this limit, provided that such sale takes place during the term of this authorisation up to the time of its being exercised under exclusion of subscription rights pursuant to section 186(3) sentence 4 AktG. Further, shares issued from authorised capital under exclusion of subscription rights pursuant to section 186(3) sentence 4 AktG and shares issued or to be issued pursuant to sections 221(4) and 186(3) sentence 4 AktG under bonds with conversion rights, warrants or conversion obligations issued during the term of this authorisation up to the time of its being exercised must also be taken into account when calculating this limit; insofar as they are issued in return for non-cash contributions, provided that the value of such noncash contributions is in reasonable proportion to the market value of the bonds to be determined as per the preceding bullet point.

7 Item 6 Agenda 5 Where profit-sharing rights or income bonds without a conversion right, warrant or conversion obligation are issued, the Executive Board is authorised, with the consent of the Supervisory Board, to fully exclude the subscription rights of shareholders if these profitsharing rights or income bonds have the characteristics of a debenture, i.e. they do not represent any membership rights in the company or grant a share in the liquidation proceeds and the interest payable is not calculated on the basis of the amount of net profit for the year, net profit available for distribution or the dividend. Further, in this case the interest structure and issue amount of the profit-sharing rights or income bonds must reflect the current market conditions for comparable financing instruments at the time of issue. cc) Conversion right, conversion obligation Where bonds with conversion rights are issued, holders may convert their bonds into company shares in accordance with the bond terms. The proportional amount of the share capital represented by the shares to be issued on conversion must not exceed the par value of the bond or the issue price, if lower. The conversion ratio is calculated by dividing the par value of a bond by the specified conversion price for a share of the company. The conversion ratio may also be calculated by dividing the issue price of a bond, if lower than the par value, by the specified conversion price for a new share of the company. An additional cash payment may also be specified. Further, it is possible to specify that fractions are grouped and/or compensated in cash. The bond terms may also provide for a conversion obligation. dd) Warrants Where bonds with warrants are issued, one or more warrants are attached to each bond that entitle the holder to purchase company shares in accordance with the warrant terms to be specified by the Executive Board. Provision may be made for fractions to be grouped and/or compensated in cash. The proportional amount of the share capital represented by the shares to be subscribed per bond must not exceed the par value of the bond with warrants or the issue price, if lower than the par value. The same applies if warrants are attached to a profit-sharing right or an income bond. ee) Conversion or warrant exercise price, anti-dilution protection Where bonds are issued that grant a conversion right or warrant, the conversion or warrant exercise price is either if subscription rights are excluded 120% of the volume-weighted average price of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) in the period between the start of institutional placement (book building) and the determination of the issue amount of the bonds or if subscription rights are granted 120 % of the volume-weighted average price of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) in the period from the beginning of the subscription period to (and including) the day before announcement of the final terms in accordance with section 186(2) sentence 2 AktG. If subscription rights are excluded and there is no placement with institutional investors before the price is determined, the conversion or warrant exercise price will be 120% of the volume-weighted average price of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) on the five trading days before the day on which the price is determined. The volume-weighted average price of the shares during the relevant reference period is hereinafter referred to as the reference price. Where bonds that provide for a conversion obligation are issued, the conversion price shall correspond to the following amount: 100% of the reference price if the arithmetic mean of the closing prices of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the twenty stock exchange trading days ending on the third trading day before the day of conversion is lower than or equal to the reference price; 115% of the reference price if the arithmetic mean of the closing prices of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the twenty stock exchange trading days ending on the third trading day before the day of conversion is greater than or equal to 115% of the reference price; the arithmetic mean of the closing prices of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) Agenda

8 6 Agenda Item 6 during the twenty stock exchange trading days ending on the third trading day before the day of conversion if this value is greater than the reference price and lower than 115 % of the reference price; the above provisions notwithstanding, 115 % of the reference price if the holders of the bonds exercise an existing conversion right before the conversion obligation comes into effect; the above provisions notwithstanding, 100 % of the reference price if the Executive Board, with the consent of the Supervisory Board and in compliance with the bond terms, effects early conversion in order to avert immediate severe damage to the company or to avoid the substantial downgrading of a public credit rating assigned to the company by a recognised rating agency. If, during the term of bonds that grant or stipulate a conversion right, conversion obligation and/or warrant, the economic value of the existing conversion rights or warrants is diluted and no subscription rights are granted as compensation, the conversion rights or warrants shall be adjusted to preserve their value with out prejudice to section 9(1) AktG, insofar as the adjustment is not prescribed by law. In any case, the proportional amount of the share capital represented by the shares to be subscribed per bond must not exceed the par value per bond or its issue price, if lower. ff) Further possible structures The terms of bonds that grant or stipulate a conversion right, conversion obligation and/or warrant may specify that, if the conversion right or warrant is exercised, new shares from authorised capital, own shares of the company or existing shares of another listed company may also be granted. Such terms may also specify that the company will not grant shares to the party entitled to conversion rights or warrants but will instead pay the equivalent amount in cash. gg) Authorisation to define further terms for the bonds The Executive Board is authorised, with the consent of the Supervisory Board, to stipulate further details with regard to the issue and structure of the bonds, in particular the interest rate, interest payment structure, issue price, term, denomination and conversion or option period. Where bonds are issued by Group companies, the Executive Board must also come to an agreement with the boards of the Group companies issuing the bonds. b) Cancellation of the conditional capital pursuant to article 4(6) of the company s Charter The conditional capital increase resolved by the Annual General Meeting on 18 June 2003 (agenda item 7) and contained in article 4(6) of the company s Charter is cancelled. c) Creation of new conditional capital The share capital is conditionally increased by up to 100,000, (in words: one hundred million euros) by issuing up to 39,116,600 new registered shares carrying dividend rights from the beginning of the financial year of their issue. The conditional capital increase serves to allow shares to be granted to the holders or creditors of convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these instruments) with conversion rights, warrants or conversion obligations that are issued in accordance with the above authorisation, insofar as these were issued against cash. The new shares will be issued at the conversion or warrant exercise price specified in the above authorisation. The conditional increase of the share capital may only be implemented insofar as conversion rights or warrants from bonds issued for cash are exercised, or conversion obligations arising from such bonds are fulfilled, and provided that no other means are used for servicing the bonds. The Executive Board is authorised, with the consent of the Supervisory Board, to define the further details concerning the implementation of the conditional capital increase. d) Amendment to the Charter Article 4(6) of the company s Charter shall be reworded as follows: The share capital is conditionally increased by up to 100,000, (in words: one hundred million euros) by issuing up to 39,116,600 new registered shares carrying dividend rights from the beginning of the financial year of their issue (conditional capital 2009). The conditional capital increase shall be effected only to the extent that holders or creditors of convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these

9 Item 6-7 Agenda 7 instruments) with conversion rights, warrants or conversion obligations issued by TUI AG or its Group companies before 12 May 2014 for cash on the basis of the authorisation resolution of the Annual General Meeting of 13 May 2009 exercise their conversion rights or warrants or insofar as conversion obligations from such bonds are fulfilled, and provided that no other means are used for servicing such bonds. The Executive Board is authorised, with the consent of the Supervisory Board, to define the further details concerning the implementation of the conditional capital increase. 7. Resolution on the new authorisation to acquire and use own shares in accordance with section 71(1) no. 8 AktG, with potential exclusion of subscription rights and rights to tender shares and the possibility of redeeming own shares while reducing share capital In order to acquire own shares, the company requires a special authorisation from the Annual General Meeting, insofar as this is not expressly permitted by law. Since the authorisation granted by the Annual General Meeting on 7 May 2008 will lapse on 6 November 2009, it should be proposed to the Annual General Meeting that it once again grant the company an authorisation to acquire own shares and that the existing authorisation be cancelled early. The Executive Board and the Supervisory Board thus recommend that the following decision be taken: a) The Executive Board is authorised to acquire own shares representing up to a maximum of 10% of the share capital. Together with the other own shares held by the company or attributable to the company in accordance with sections 71 a ff. AktG, the acquired shares must at no time exceed 10% of the share capital. The authorisation must not be used for the purposes of trading in own shares. b) The authorisation may be used in whole or in part, once or several times, and in pursuit of one or several goals. The acquisition may be effected by the company, by dependent companies or companies that are majorityowned by the company, or by third parties acting for their account or for the account of the company. The authorisation remains valid up to and including 12 November This authorisation replaces the authorisation to acquire own shares agreed upon by the Annual General Meeting of TUI AG on 7 May 2008, which will be cancelled once the new authorisation comes into effect. c) The acquisition will be effected, depending on the preference of the Executive Board, either via the stock exchange or via a public offer to buy or a public solicitation to shareholders to submit an offer to sell. (not including incidental acquisition costs) must not exceed or fall below the market value determined on the respective stock exchange trading day during the opening auction in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) by more than 5%. If the acquisition is effected via a public offer to buy or a public solicitation to shareholders to submit an offer to sell, the purchase price offered or the upper and lower limits of the purchase price range per share (not including incidental acquisition costs) must not exceed or fall below the unweighted average closing price in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) on the three stock exchange trading days prior to the day of the public announcement of the offer or the public solicitation to submit an offer to sell by more than 10%. If, following the announcement of a public offer to buy or a public solicitation to submit an offer to sell, there are significant variations in the relevant price, the offer or the solicitation to submit an offer to sell may be adjusted. In this case, the average price during the three stock exchange trading days prior to the public announcement of any such adjustment is used. The offer to buy or the solicitation to submit an offer to sell may contain further conditions. If the offer to buy is oversubscribed or if, in the case of a solicitation to submit an offer to sell, several equal offers are received not all of which can be accepted, acquisition must take place in accordance with the ratio of shares tendered on equal terms (tender ratio). Any further tender right of shareholders is excluded in this respect. Preference may be given to accepting small quantities of up to 100 tendered shares per shareholder, and rounding may be performed in line with common business practice in order to avoid fractions of shares. In this respect, too, any further tender rights of shareholders are excluded. Agenda If the shares are acquired via the stock exchange, the equivalent value paid by the company per share Insofar as own shares are acquired using equity derivatives in accordance with an authorisation

10 8 Agenda Item 7 resolved under item 8 of the agenda for the Annual General Meeting of 13 May 2009, shareholders have a right to tender their shares only insofar as the company, dependent companies or companies that are majorityowned by the company, or any third parties acting for their account or for the account of the company are obliged to purchase the shares under the relevant option transactions. In this respect, too, any further tender rights on the part of shareholders are excluded. d) Company shares acquired on the basis of this authorisation may be sold via the stock exchange or by offering them to shareholders, provided that the principle of equal treatment is complied with. In addition, the Executive Board is authorised to use company shares acquired on the basis of this authorisation for the following purposes: With the consent of the Supervisory Board, the shares may be redeemed without such redemption or its execution requiring any further resolution of the Annual General Meeting. They may also be redeemed without capital reduction by adjusting the computed portion of the company's share capital represented by the remaining shares. The redemption may be restricted to a portion of the shares acquired. If redemption takes place without a capital reduction being effected, the Executive Board is authorised to adjust the number of shares stated in the Charter. With the consent of the Supervisory Board, the shares may also be sold by means other than via the stock exchange or via an offer to shareholders, if the shares are sold for cash at a price that is not significantly lower than the market price for shares of the company issued on the same terms prevailing at the time of the sale. In this case, the number of shares that are to be sold, together with new shares issued or sold on the basis of authorisations to increase capital or sell own shares that are exercised during the term of this authorisation under exclusion of subscription rights in accordance with section 186(3) sentence 4 AktG or new shares issued or to be issued under bonds with conversion rights, warrants or conversion obligations issued in accordance with section 221(4) and section 186(3) sentence 4 AktG during the term of this authorisation up until the time of its exercise must not exceed the limit of 10% of the share capital existing at the time the resolution on this authorisation is passed by the Annual General Meeting or at the time this authorisation is exercised, whichever is lower. With the consent of the Supervisory Board, the shares may also be sold for non-cash contributions in connection with the acquisition of companies, parts of companies, shareholdings or other assets, and in the context of mergers. The shares may also be used to fulfil conversion rights, warrants or conversion obligations under convertible bonds, bonds with warrants, profit-sharing rights and/ or income bonds (or combinations of these instruments) which were issued by the company or by Group companies and provide for conversion rights, warrants or conversion obligations. e) The authorisation under d), bullet points 2 to 4 also applies to the use of company shares acquired on the basis of section 71d sentence 5 AktG. f) The authorisations under d) may be exercised once or several times, in full or in part, and individually or together, while the authorisations under d), bullet points 2 to 4 may additionally be exercised by dependent companies or companies that are majority-owned by the company, or by third parties acting for their account or for the account of the company. g) The subscription rights of shareholders relating to own shares are excluded insofar as these shares are used in accordance with the above-mentioned authorisations under d), bullet points 2 to 4. In the event that the own shares are sold by way of an offer to shareholders, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights with regard to fractional amounts.

11 Item 8 Agenda 9 8. Resolution on the authorisation regarding the use of equity derivatives for the acquisition of own shares in accordance with section 71(1) no. 8 AktG under exclusion of tender rights It may be advantageous for the company to repurchase companies that are majority-owned by the company, own shares using equity derivatives. In addition to the or by third parties acting for their account or for the authorisation to acquire own shares in accordance account of the company (the option premium received) with section 71(1) no. 8 AktG as proposed under item must not be substantially lower, than the market value 7 of the agenda, the Executive Board is to be expressly of the relevant options, calculated using generally authorised to use equity derivatives in the form of put accepted financial calculation principles; when calculating this market value, the agreed exercise price is to options, call options or a combination of both in the context of this acquisition. In this connection, the use be taken into account besides other factors. of equity derivatives is to be limited to acquisitions of shares representing up to 5% of the share capital and subjected to additional requirements. The Executive Board and the Supervisory Board thus recommend that the following decision be taken: a) Own shares may also be acquired by the company, by dependent companies or companies that are majorityowned by the company, or by third parties acting for their account or for the account of the company on the basis of the authorisation resolved by the Annual General Meeting on 13 May 2009 (item 7 of the agenda) using equity derivatives in the form of put options or call options or a combination of put and call options on the company s shares as specified in more detail in b) to e). However, the volume of shares that may be acquired in this manner is limited to 5% of the share capital. The use of equity derivatives to acquire own shares requires the consent of the Supervisory Board. Such consent may also be granted on a general basis or for a specific period of time or a specific volume. b) Put options, call options or a combination of both must be concluded with a credit institution or other company meeting the requirements set out in section 186(5) sentence 1 AktG (hereinafter referred to collectively as credit institution ) at near-market conditions and subject to the proviso that the relevant credit institution, when exercising the options, may only deliver shares previously acquired by it via the stock exchange at the price prevailing in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) at the time of acquisition via the stock exchange. The acquisition price paid for options by the company, by dependent companies or companies that are majority-owned by the company, or by third parties acting for their account or for the account of the company (the option premium paid) may not be substantially higher,and the sales price for options received by the company, by dependent companies or c) The equivalent value per share (not including incidental acquisition costs) to be paid by the company when an option is exercised (exercise price) must not either with or without taking into account the option premium paid or received exceed or fall below the price of the share determined during the opening auction in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) on the day on which the transaction was concluded by more than 5%. d) The term of the put options must not exceed one year, and the latest possible exercise date for such options must be selected such as to ensure that the shares will be delivered before 13 November Subject to a further authorisation by a subsequent Annual General Meeting, call options may only be exercised up to a date which ensures that the shares will be delivered before 13 November e) If put options, call options or a combination of both are used to acquire own shares, shareholders will not be entitled to demand that the company, dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company conclude option transactions of this kind with them. Where the company acquires own shares using options for this purpose, shareholders have a right to tender their shares only insofar as the company, dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company are obliged to purchase the shares under these option transactions. Any further rights to tender shares are excluded. f) With regard to the use of own shares acquired using equity derivatives, the provisions set out in d) to g) of the authorisation granted under item 7 of the agenda for the Annual General Meeting of 13 May 2009 shall apply. Agenda

12 10 Agenda Item Resolution on the appointment of the auditor for the current financial year The Supervisory Board recommends appointing PricewaterhouseCoopers Aktiengesellschaft Wirtschafts- the review of the financial report as at 30 June financial year starting on 1 January 2009, and also for prüfungsgesellschaft, Hanover, as the auditor for the 10. Election to fill vacancies on the Supervisory Board Of the Supervisory Board members elected by the Annual General Meeting on 10 May 2006, Mr Jean- Claude Baumgarten and Mr Sepp D. Heckmann have resigned their seats on the Supervisory Board with effect as of the end of this Annual General Meeting. For the remaining term of office of the Supervisory Board, i.e. until the end of the fifth Annual General Meeting following the election in 2006, that is presumably until 2011, the Annual General Meeting must hold a new election to replace the retiring shareholder representatives on the Supervisory Board. In accordance with article 11(1) of the Charter as amended on 19 November 2008 and sections 96(1) and 101(1) AktG in conjunction with section 7(1) sentence 1 no. 3 MitbestG 1976, the Supervisory Board comprises ten shareholder representatives and ten employee representatives. In electing the shareholder representatives, the Annual General Meeting is not tied to election proposals. The Supervisory Board proposes that the Annual General Meeting elect the following persons in an election to fill the vacancies on the Supervisory Board in accordance with article 11(3) of the Charter: Mr Mustapha Bakkoury, Rabat, Morocco Managing Director of Caisse de Dépot et de Gestion (CDG), Rabat, Morocco Dr Peter Barrenstein, Ottobrunn, Munich independent member of the Supervisory Board At the time of joining the Supervisory Board, the gentlemen standing for election hold the following mandates (a) on Supervisory Boards to be formed by law or b) on comparable domestic and foreign supervisory committees of commercial enterprises) as defined in section 125(1) sentence 3 AktG: Mr Mustapha Bakkoury a) b) Club Méditerranée, Paris Dr Peter Barrenstein a) WMF Württembergische Metallwarenfabrik Aktiengesellschaft, Geislingen an der Steige b)

13 Re Item 6-8 Agenda 11 Report of the Executive Board to the Annual General Meeting on the exclusion of subscription and tender rights in accordance with sections 186(4) sentence 2, 203(2) sentence 2, 221(4) sentence 2 and section 71(1) no. 8 sentence 5 AktG, as provided for in items 6, 7 and 8 of the agenda The authorisations proposed in items 6 and 7 of the agenda inter alia provide for the possibility of issuing bonds or selling acquired own shares, in each case under utilisation of the provisions of section 186(3) sentence 4 AktG, and in this context permit an exclusion of shareholders subscription rights, insofar as the applicable legal limit of 10% of the share capital in total is not exceeded. The authorisation proposed in item 8 of the agenda clarifies that, with regard to own shares that are acquired using equity derivatives, the usage options provided for in the authorisation proposed in agenda item 7 apply, i.e. that the sale of shares thus acquired may also be effected in the way described above. The Executive Board will, with the consent of the Supervisory Board, only exercise any such authorisations to the extent that, overall, the limit of 10% of the share capital existing on the date of the resolution by the Annual General Meeting regarding the authorisations (i.e. on 13 May 2009), as specified in section 186(3) sentence 4 AktG, is adhered to throughout the term of the respective authorisation until such time as it is exercised. If the share capital existing at the time the respective authorisation is exercised is less than on 13 May 2009, the lower share capital amount shall apply. Irrespective of whether the authorisations providing the possibility of excluding subscription rights are exercised individually or cumulatively, the limit of 10% of the share capital set with regard to the exclusion of subscription rights in accordance with the provisions of section 186(3) sentence 4 AktG should not be exceeded. The various proposed authorisations offering the possibility of excluding subscription rights in accordance with section 186(3) sentence 4 AktG, or by applying this provision by analogy or mutandis, have the sole purpose of enabling the Executive Board to select the most suitable instrument in a specific situation taking into consideration the interests of the shareholders and the company but not of excluding shareholders' subscription rights above the limit of 10% of the share capital specified in section 186(3) sentence 4 AktG by making multiple use of the various possibilities for excluding subscription rights under the proposed authorisations. Agenda

14 12 Agenda Re Item 6 Re Item 6 of the agenda (Granting of a new authorisation to issue convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these instruments)) The authorisation of the Executive Board of 7 May 2008 to issue convertible bonds, bonds with warrants, profitsharing rights and/or income bonds (or a combination of these instruments) (hereinafter referred to as bonds ) with the consent of the Supervisory Board, was granted in response to certain court rulings that required a fixed warrant exercise or conversion price to be determined directly by the Annual General Meeting. A definitive ruling on this legal question has not yet been provided by the Bundesgerichtshof (German Supreme Court). The narrow determination of the warrant exercise or conversion price directly by the Annual General Meeting limits the company s ability to place bonds in a way that enables it to secure the best possible overall financing terms. In order to retain the necessary flexibility to use this important financing instrument in the current difficult market conditions, a resolution is therefore to be passed, granting a further authorisation relating to a total par value of up to 1,000,000,000.00, which will take effect in parallel to the existing authorisation and which will determine other warrant exercise or conversion prices. By granting a further authorisation with other warrant exercise or conversion prices, the company will be in a position, at the time of issuing the bonds, to select the authorisation with the terms that are best suited to the market conditions prevailing at the time, and thereby to achieve better financing terms, which will benefit the company and its shareholders. In all other respects, this new authorisation largely corresponds to the authorisation granted in The amount of the new conditional capital to be created following the cancellation of the existing conditional capital provided for in article 4(6) of the Charter for the purpose of servicing conversion rights or warrants resulting from the authorisation is to be 100,000, The new authorisation should not dilute existing shareholdings more than was previously the case. For this reason, the company will issue bonds with a total par value of no more than 1,000,000, under the two authorisations that would then exist. In addition to the traditional possibilities for raising debt and equity capital, the issue of bonds enables TUI AG to take advantage of attractive financing alternatives on the equity market, depending on the respective market situation, and thereby to create favourable conditions for future business development. The granting of conversion rights or warrants opens up the additional possibility for the company to retain part of the funds that it raises through the issue of bonds as equity. The issue of bonds additionally allows debt capital to be raised on attractive terms, which, depending on the bond terms, can be categorised, both for rating purposes and for balance-sheet purposes, as equity or equity equivalent. The conversion or option premiums obtained and the categorisation as equity benefit the company s equity base and thus allow the company to take advantage of favourable financing opportunities. Further opportunities, in addition to the granting of conversion rights and/or warrants, to create conversion obligations or to combine convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds, extend the possibilities available in terms of structuring these financing instruments. In view of the fact that, in the field of so-called hybrid financing instruments, forms of financing with an unlimited term are now also common, the authorisation does not place a limit on the term for issuing bonds with conversion rights or warrants. The authorisation additionally gives the company the flexibility to place the bonds either itself or via direct or indirect investment companies. Besides euros, bonds may also be issued in the legal tender of any OECD country. In order to allow the range of possible capital market instruments with conversion rights or warrants to be used accordingly, it appears appropriate to again set the permissible issue volume in the proposed new authorisation, which will exist in parallel with the resolution adopted in 2008 but determine different warrant exercise and conversion prices, at an aggregate par amount of 1,000,000,000.00, as in the authorisation resolved in 2008, and to again set the conditional capital that serves to fulfil the conversion rights and warrants at 100,000, This ensures that full use can be made of the scope of the authorisation. The number of shares necessary for fulfilment of conversion rights and warrants from a bond with a specific issue volume generally depends on the market price of the TUI share at the time the bond is issued. If conditional capital is available in sufficient quantity, the possibility of making full use of the scope of the authorisation for the issue of convertible bonds or bonds with warrants is assured.

15 Re Item 6 Agenda 13 Shareholders must generally be granted subscription rights when convertible bonds and bonds with warrants, profit-sharing rights and income bonds are issued. If convertible bonds and/or bonds with warrants (or profit-sharing rights or income bonds) with conversion rights, warrants or conversion obligations are to be issued, the Executive Board should be authorised to exclude the subscription rights with the consent of the Supervisory Board by applying section 186(3) sentence 4 AktG by analogy if the issue price of the bonds is not significantly lower than their market value. This can be advantageous in terms of reacting quickly to favourable stock market situations, and quickly and flexibly placing a bond on the market on attractive terms. The stock and money markets have recently become considerably more volatile. In order to achieve the best possible issue result, it is thus becoming ever more important to be in a position to react quickly to market developments. It is generally only possible to define favourable terms that are as close to the market as possible if the company is not tied to them for an excessively long offering period. In the case of rights issues, a significant haircut is generally necessary in order to ensure the attractiveness of the terms and thus the chances of success of the issue throughout the entire offering period. Section 186(2) AktG does permit publication of the subscription price (and thus, in the case of bonds with conversion rights or warrants, the terms of the bond) up to the third day before the end of the subscription period. However, the volatility of the stock and money markets means that a market risk nonetheless exists for a period of several days, resulting in haircuts when the bond terms are being defined, which in turn causes the terms to deviate considerably from the market. Furthermore, where subscription rights are granted, alternative placement with third parties is made more difficult and/or costly due to the uncertainty associated with the exercise of such rights (subscription behaviour). Ultimately, where subscription rights are granted, the company cannot react quickly to changes in the market conditions due to the length of the subscription period, which can lead to an unfavourable situation for the company in terms of raising capital. The interests of shareholders are protected by the fact that the bonds are not issued significantly below their market value. The market value must be determined according to generally accepted financial calculation principles. In determining the price, the Executive Board will keep the discount from the market value as low as possible, while taking into account the current situation on the capital market. Thus the computed value of a subscription right will be practically zero, which means that shareholders can suffer no significant financial disadvantage as a result of the exclusion of subscription rights. Insofar as the Executive Board deems necessary in view of the respective situation, the Executive Board will obtain specialist advice in this respect, and will also draw on expert support, which may be provided by the underwriters of the issue or an independent investment bank or auditing firm. All of this ensures that significant dilution of the value of the company s shares as a result of the exclusion of subscription rights is prevented. Shareholders also have the possibility of maintaining their stake in the company's share capital on almost the same terms by means of purchase via the stock exchange. In this way, their financial interests are adequately protected. The authorisation to exclude subscription rights in accordance with section 186(3) sentence 4 AktG applies only for bonds with rights to shares representing no more than 10% in total of the share capital existing at the time this authorisation comes into effect or at the time it is utilised, whichever is the lower. Any own shares sold must be taken into account when calculating this limit, provided that the sale takes place under exclusion of subscription rights in accordance with section 186(3) sentence 4 AktG during the term of the authorisation and up to the time it is exercised. Further, shares issued or to be issued out of authorised capital under exclusion of subscription rights pursuant to section 186(3) sentence 4 AktG during the term of the authorisation and up to the time it is exercised and shares issued or to be issued in accordance with sections 221(4) and 186(3) sentence 4 AktG under bonds with conversion rights, warrants or conversion obligations issued during the term of this authorisation up to the time it is exercised must also be taken into account when calculating this limit. This inclusion is in the interests of shareholders, as it serves to minimise the dilution of their shareholdings. Where profit-sharing rights or income bonds without conversion rights, warrants or conversion obligations are to be issued, the Executive Board is authorised, with the consent of the Supervisory Board, to fully exclude the subscription rights of shareholders if these profit-sharing rights or income bonds have the characteristics of a debenture, i.e. if they do not represent any membership rights in the company or grant a share in the liquidation proceeds and the Agenda

16 14 Agenda Re Item 6 interest payable is not calculated on the basis of the amount of net profit for the year, net profit available for distribution or the dividend. Furthermore, the interest structure and issue amount of the profitsharing rights or income bonds must reflect the current market conditions for comparable financing instruments at the time of issue. If the specified conditions are met, the exclusion of subscription rights will not result in any disadvantage for shareholders because the profitsharing rights or income bonds do not represent any membership rights or grant a share in the liquidation proceeds or in company profits. Although it may be specified that interest should be conditional upon the existence of net profit for the year, profit available for distribution or a dividend, it would not be permissible to provide for interest to increase with a higher net annual profit, a higher profit available for distribution or a higher dividend. Thus, the issue of profit-sharing rights or income bonds does not change or dilute the shareholders' voting rights or their share in the company or its profit. Furthermore, the close-to-market issue terms that are mandatory for this kind of exclusion of subscription rights means that no material value is attributed to the subscription rights. The above possibilities for excluding subscription rights give the company the flexibility to take advantage of favourable capital market situations quickly and put it in a position to respond flexibly and at short notice to secure a low level of interest and/or a favourable demand situation for an issue. Where bonds granting a conversion right or warrant are issued under exclusion of subscription rights, the conversion or warrant exercise price for a share will be 120% of the volumeweighted average price of TUI shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) in the period between the start of institutional placement (book building) and the determination of the issue amount of the bonds. If bonds are issued with subscription rights, the conversion or warrant exercise price for a share is calculated on the basis of the volume-weighted average price of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) during the period from the start of the subscription period to and including the day before announcement of the final terms in accordance with section 186(2) sentence 2 AktG. If subscription rights are excluded and there is no placement with institutional investors before the price is determined, the conversion or warrant exercise price will be 120% of the volume-weighted average price of the company shares in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor system) on the five trading days before the day on which the price is determined. The volumeweighted average price of the shares during the relevant reference period is hereinafter referred to as the reference price. If a conversion obligation is applicable, the conversion price will be between 100% and 115% of the reference price, depending on the arithmetic mean of the closing prices of the shares during the twenty stock exchange trading days ending on the third trading day before the day of conversion, 115% of the reference price if the holders of the bonds exercise an existing conversion right before the conversion obligation comes into effect, and 100% of the reference price if the Executive Board, with the consent of the Supervisory Board and in compliance with the terms of the bonds, effects early conversion in order to avert immediate severe damage to the company or to avoid the substantial downgrading of a public credit rating assigned to the company by a recognised rating agency. In contrast to an issue of bonds with subscription rights, there are significant advantages to be gained as a result of the absence of the lead-up time associated with the subscription rights both in terms of financing costs and in view of the placement risk. In the case of a placement without subscription rights, the haircut, the placement risk and the cost of financing can all be reduced, to the benefit of the company and its shareholders. The Executive Board is further authorised, with the consent of the Supervisory Board, to exempt fractions from shareholders subscription rights. Fractions of this kind can arise as a result of the issue volume and in connection with the need for a practicable subscription ratio. In this case, the exclusion of subscription rights facilitates processing of the corporate action. Furthermore, the Executive Board should be given the possibility to exclude shareholders' subscription rights, with the consent of the Supervisory Board, in order to grant subscription rights to the holders of conversion rights or warrants or of bonds with conversion obligations to the extent that they would be entitled to such subscription rights after exercising their conversion rights or warrants or after fulfilling a conversion obligation. This allows for the possibility of granting subscription rights to holders of conversion rights or warrants existing at that time as protection against dilution, instead of offering a reduction in the conversion or

17 Re Item 6 Agenda 15 warrant exercise price. It is standard market practice to equip bonds with anti-dilution protection. Bonds can also be issued against non-cash contributions, insofar as this is in the interest of the company. In such cases, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude shareholders subscription rights, insofar as the value of the non-cash contributions is in reasonable proportion to the theoretical market value of the bond, which should be determined according to generally accepted financial calculation principles. This opens up the possibility of using bonds as acquisition currency in relevant situations, for example for the acquisition of companies, parts of companies, shareholdings or other assets (e.g. hotels, ships or aircraft). In negotiations, it is quite possible that the need will arise to provide consideration not in cash but in another form. The possibility of offering bonds as consideration thus creates a competitive advantage for the company in terms of attractive potential acquisitions, and also creates the necessary scope for the company to take advantage of opportunities in terms of acquiring companies, parts of companies, shareholdings or other assets while protecting liquidity. This can also make sense from the point of view of ensuring an optimum financing structure. The Executive Board will in each case check carefully whether to make use of its authorisation to issue convertible bonds and/or bonds with warrants (or profitsharing rights or income bonds with conversion rights, warrants and/or conversion obligations) against noncash contributions under exclusion of subscription rights. It will only do this if this is in the interests of the company and thus of its shareholders. The proposed new conditional capital is to be used to service the conversion rights or warrants issued with the convertible bonds or bonds with warrants, profitsharing rights or income bonds, or to meet conversion obligations on company shares, insofar as the bonds were issued for cash. Other alternative means can also be used to service the bonds. Conversion rights or warrants under bonds that were issued for non-cash contributions can, however, not be serviced from conditional capital. For this purpose, the company must either use own shares or effect a capital increase through non-cash contributions. Authorised capital from 10 May 2006 is available to facilitate a capital increase through non-cash contributions. The non-cash contribution should be effected by presenting the claim under the bond, in which case the impairment test should include an assessment of whether the claim is valid and whether the value of the non-cash contribution effected in order to constitute this claim corresponded to the issue price. Agenda

18 16 Agenda Re Item 7 Re Item 7 of the agenda (Authorisation to acquire and use own shares) The proposal in agenda item 7 concerns an authorisation, restricted to a period of 18 months, to acquire own shares representing up to 10% of the share capital in accordance with section 71(1) no. 8 AktG. In the Annual General Meeting of 7 May 2008, TUI AG passed an authorisation resolution for the acquisition of own shares, limited to a term ending on 6 November As this authorisation will lapse in the current financial year, this authorisation resolution should be cancelled once the new authorisation that is to be resolved at this Annual General Meeting comes into effect. Under the new authorisation, the company should, in addition to the possibility of acquiring own shares via the stock exchange, also have the possibility of acquiring own shares by means of a public offer to buy addressed to the shareholders of the company or by means of a public solicitation to shareholders to submit an offer to sell shares. The principle of equal treatment, as specified in German stock corporation law, must be observed irrespective of the manner in which the acquisition is effected. In the case of a public solicitation to submit an offer, the recipients can decide how many shares they would like to offer to the company and where a price range is specified at what price. If a public offer to buy is oversubscribed or if, in the case of a solicitation to submit an offer to sell shares, several equal offers are received not all of which can be accepted, acquisition must take place in accordance with the ratio of shares tendered on equal terms (tender ratio). Only where an acquisition is generally made on the basis of tender ratios rather than participation ratios can the acquisition procedure be handled effectively from a technical perspective. It should also be possible for preference to be given to small offers or small parts of offers up to a maximum of 100 shares. This possibility allows to avoid fractions and small, generally uneconomical, residual amounts which would otherwise result from the determination of quotas and thus facilitates technical processing at the same time. Rounding in line with common business practice should be permissible in all cases to avoid fractions of shares. This also simplifies technical handling, as it will ensure that only whole shares have to be dealt with. In all these cases, any further tender rights of the shareholders should be excluded, as it would otherwise be impossible to realise the aforementioned technical benefits. The purchase price offered or the upper and lower limits of the purchase price range offered per share (not including incidental acquisition costs) must not exceed or fall below the unweighted average closing price in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) on the three stock exchange trading days prior to the day of the public announcement of the offer or the public solicitation to submit an offer to sell by more than 10%. If, following the announcement of a public offer to buy or a public solicitation to submit an offer to sell, there are significant variations in the relevant price, the public offer to buy or the public solicitation to submit an offer to sell may be adjusted and based on the average price during the three stock exchange trading days prior to the public announcement of the adjustment. The offer to buy or the solicitation to submit an offer to sell may contain further conditions. It should be possible for the acquisition to be effected by the company, by dependent companies or companies that are majority-owned by the company, or by third parties acting for their account or for the account of the company. Insofar as own shares are acquired using equity derivatives in accordance with the authorisation proposed to the Annual General Meeting under item 8 of the agenda, shareholders should only have a right to tender their shares insofar as the company, dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company are obliged to purchase the shares under the relevant option transactions. Any further tender right should be excluded. With a further tender right, it would not be possible to acquire own shares using equity derivatives. The authorisation to acquire own shares should continue to exist regardless of the possibility to use equity derivatives in connection with this acquisition, which is merely intended to offer an alternative. The Executive Board and the Supervisory Board therefore propose a separate resolution under item 8 of the agenda regarding the use of equity derivatives when acquiring own shares. The Executive Board has provided a separate report (report on item 8 of the agenda) on the authorisation proposed under item 8 of the agenda, focusing in particular on the reasons for using equity derivatives in connection with a repurchase of shares and for excluding any tender rights. We hereby refer to this report.

19 Re Item 7 Agenda 17 The own shares acquired can be sold via the stock exchange. In this case, shareholders have no subscription rights. In accordance with section 71(1) no. 8 sentence 4 AktG, the sale of own shares via the stock exchange complies with the principle of equal treatment as defined in section 53 a AktG, as does an acquisition of own shares via the stock exchange. However, the acquired own shares can also be offered for sale to shareholders, provided that the principle of equal treatment is complied with. Furthermore, the Executive Board is authorised to sell the acquired own shares in any other way or to redeem them. In detail: The proposed resolution includes an authorisation of the Executive Board to sell the acquired own shares, with the consent of the Supervisory Board, other than via the stock exchange or via an offer to shareholders for cash. For this to take place, the shares must be sold at a price that is not significantly lower than the market price for shares of the company that are issued on the same terms prevailing at the time of the sale. Through this authorisation, use is made of the possibility for simplified exclusion of subscription rights permitted under section 71(1) no. 8 sentence 5 AktG, applying section 186(3) sentence 4 AktG by analogy. Account is taken of the need to protect shareholders against dilution by the fact that the shares may only be sold at a price that is not significantly lower than the relevant market price. The final selling price for the own shares is determined shortly before the sale takes place. The Executive Board will set any discount from the market price as low as possible, taking into account the market conditions at the time of placement. The discount from the market price at the time of exercising the authorisation will in no case be more than 5% of the current market price. The authorisation is valid provided that the shares sold under exclusion of subscription rights in accordance with section 186(3) sentence 4 AktG do not in aggregate exceed 10% of the share capital either at the time the resolution on this authorisation is passed or at the time this authorisation is exercised. If the share capital existing at the time the authorisation is exercised is less than on 13 May 2009, the lower share capital shall apply. This authorisation should only be exercised to the extent that the limit of 10% of the share capital defined in section 186(3) sentence 4 AktG is adhered to in aggregate i.e. including any exercise of other authorisations to exclude subscription rights which is effected in accordance with section 186(3) sentence 4 AktG or by applying this provision by analogy or mutatis mutandis. Shareholders always have the possibility of maintaining their stake through the purchase of TUI shares via the stock exchange. This authorisation is in the interests of the company because it provides greater flexibility. In particular, it allows shares to be issued in a targeted way to cooperation partners. The sale proceeds that may be realised by setting a near-market price generally lead to substantially higher cash inflow per share than in the case of a share placement with subscription rights, thus maximising the injection of equity. Furthermore, by foregoing the lengthy and expensive process of handling the subscription rights, equity requirements can be met quickly through market opportunities arising in the short term. Own shares may also be sold, with the consent of the Supervisory Board, for non-cash contributions under exclusion of shareholders subscription rights. The proposed authorisation should put the company in a position to offer own shares directly or indirectly as consideration in connection with mergers or acquisitions of companies, parts of companies, shareholdings in companies or other assets (e.g. hotels, ships or aircraft). As the company faces national and global competition, it must be in a position to act quickly and flexibly on the national and international markets at all times. This also includes the possibility of improving its competitive position by merging with other companies or by acquiring companies, parts of companies, shareholdings in companies or other assets. In some cases this possibility can be best implemented by effecting the merger or acquisition in such a way that shares in the acquiring company are granted. Practical examples also indicate that, on both national and international markets, shares in the acquiring company are often demanded in return for attractive acquisition targets. The authorisation proposed here should create the scope for action that the company needs in order to take advantage of opportunities for mergers or acquisitions of companies, parts of companies, shareholdings in companies or other assets quickly and flexibly both locally and on international markets. For this to be possible, the proposed exclusion of subscription rights is essential. When defining the valuation ratios, the Executive Board will ensure that the interests of shareholders are suitably protected. When assessing the value of the shares granted as consideration, the Executive Board will base its decision-making on the market price of the TUI share. In this context, no schematic link to a market price is intended, in particular in order to prevent the results of negotiations from being put in question by variations in the market price. Agenda

20 18 Agenda Re Item 7 The authorisation furthermore allows the own shares to be used under exclusion of shareholders subscription rights for fulfilling the conversion or subscription rights of holders of convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds (or combinations of these instruments) which were issued by the company or other Group companies and provide for conversion rights, warrants or conversion obligations. In order to fulfil conversion rights, it can make sense to use, either solely or partially, own shares instead of new shares from a capital increase, as this offers a suitable tool to counteract a dilution of the shareholder's capital holdings and voting rights, which may occur to a certain extent where these rights are fulfilled by way of newly created shares. The above possibilities can be used not only in respect of shares that were acquired on the basis of this authorisation resolution. The authorisation also covers shares acquired in accordance with section 71 d sentence 5 AktG. Using these own shares in the same way as the shares acquired on the basis of the authorisation resolution is advantageous and creates additional flexibility. Furthermore, it should be possible for the aforementioned usage possibilities to be implemented not only directly by the company itself but also by dependent companies or companies that are majorityowned by the company, or by third parties acting for their account or for the account of the company. According to the proposal, the own shares acquired on the basis of the authorisation resolution may also be redeemed by the company, with the consent of the Supervisory Board, without a new resolution of the Annual General Meeting being required. In accordance with section 237(3) no. 3 AktG, the company s Annual General Meeting may decide to redeem its fully paid no-par value shares without a reduction in the company s share capital being required. The proposed authorisation expressly includes this alternative, in addition to redemption with a capital reduction, although this, too, should no longer require a new resolution from the Annual General Meeting. If own shares are redeemed without a capital reduction, the computed portion of the company's share capital represented by the remaining no-par value shares automatically increases. The Executive Board should thus also be authorised to make the necessary change to the Charter to take account of the change in the number of no-par value shares resulting from a redemption. In the event that the own shares are sold by way of an offer to shareholders, the Executive Board should finally be authorised to exclude the shareholders' subscription rights with regard to fractional amounts with the consent of the Supervisory Board. The option to exclude subscription rights with regard to fractional amounts allows the company to obtain a technically feasible subscription ratio. The shares that are excluded from shareholders subscription rights as unallotted fractions will be realised on the best possible terms for the company either through a sale via the stock exchange or in any other way. Since only fractional amounts will be handled in this manner, the possible dilutive effect will be small. If this authorisation is exercised, the Executive Board will notify the next Annual General Meeting accordingly.

21 Re Item 8 Agenda 19 Re Item 8 of the agenda (Authorisation regarding the use of equity derivatives for the acquisition of own shares) Under item 7 of the agenda for the Annual General Meeting of 13 May 2009, the Executive Board and the Supervisory Board propose to authorise the Executive Board to acquire own shares representing up to 10% of the share capital in accordance with section 71(1) no. 8 AktG. In addition, the proposal made in item 8 of the agenda provides for an express authorisation of the Executive Board to also use equity derivatives in the form of put options, call options or a combination of both in the context of an acquisition of own shares on the basis of the authorisation proposed under item 7 of the agenda. This gives the company additional alternative courses of action and thus enables the company to find the best possible structure for a repurchase of shares. In connection with the acquisition of own shares, the use of put or call options or a combination of both is to provide an alternative to a conventional repurchase. However, this authorisation should be limited to an acquisition of shares representing up to 5% of the share capital. This means that no more than half of the acquisition volume of up to 10% of the share capital permitted in accordance with the proposal under agenda item 7 may be acquired using equity derivatives. The use of equity derivatives to acquire own shares should furthermore require the consent of the Supervisory Board, which consent may also be granted on a general basis or for a specific period of time or for a specific volume. Under the put option, the writer is obliged to purchase a predetermined number of shares at a predetermined price (exercise price). In return, the writer receives an option premium. Exercising the put option is economically advantageous for the option holder if the price of the relevant share is lower than the exercise price, as this will enable the holder to sell the shares to the writer at the higher exercise price. When purchasing a call option, the purchaser, in return for payment of an option premium, acquires the right to purchase a predetermined number of shares from the writer at a predetermined price (exercise price). Exercising the call option is economically advantageous for the holder if the price of the relevant share is higher than the exercise price, as this will enable the holder to buy the shares from the writer at the lower exercise price. The use of put and call options for repurchasing shares enables the company to take advantage of low share prices, thereby reducing the company's expenses. For example, put options can be sold if prices are low and the company intends to buy own shares but is not sure when the share price will be at its lowest level. In this situation, it can be advantageous for the company, for example, to sell put options the exercise price of which is lower than the price of the share at the time the put option is sold. The company receives an option premium in return for the obligation to purchase a predetermined number of own shares at a predetermined price (exercise price). In addition to receiving an option premium, the use of put options offers the advantage that the purchase is effected at a lower price compared with an immediate repurchase and that the acquisition price must only be paid when the option is exercised, which means that liquidity can be retained until this later point in time. Although it is not certain, where put options are used in this way, whether they will actually be exercised and the shares acquired which in turn entails the risk that the company, in the event that it requires its own shares, may have to acquire such shares by other means and possibly at a price that is higher than the price prevailing at the time the option transaction was concluded, it may be advantageous in some cases to be able to use put options to complement the conventional repurchase of shares for the reasons outlined above. After all, the company will in this case in any event have received the option premium. However, the Executive Board should also be able to use call options in connection with the purchase of own shares. This may be advisable, for example, if the company wishes to use own shares in the future. In this case, the company can buy a sufficient volume of own shares when share prices are low. Alternatively, it can also acquire call options in return for payment of an option premium, thereby protecting itself against rising share prices. This may be expedient in particular if, in a situation where share prices are low, it is not foreseeable to what extent own shares will be required. This not only offers the advantage that the company retains its liquidity until such time as the call options are actually exercised, but also that the company only has to buy the number of shares that it actually needs. The resolution proposal also clearly states that the Executive Board should also have the option of combining put and call options as part of the share repurchase process, thus enabling it to combine the advantages of both instruments. According to the proposal, it should be possible for the company to conclude an option transaction with a credit institution or other company meeting the requirements Agenda

22 20 Agenda Re Item 8 set out in section 186(5) sentence 1 AktG (hereinafter referred to collectively as credit institution ). The transaction in question may be a put option with the company acting as the writer. Alternatively, the company may acquire a call option from a credit institution acting as option writer. Both types of transactions may also be combined. In all these cases, the relevant credit institution may, when exercising the options, only deliver shares previously acquired by it via the stock exchange at the price prevailing in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) at the time of acquisition via the stock exchange. Any put option transaction concluded with a credit institution must provide for a corresponding obligation. Where a call option agreement has been concluded, the company may only exercise the option if it has been ensured that this condition has been met when the shares are delivered. By stipulating that the relevant credit institution must only deliver shares that it previously acquired via the stock exchange at the share price prevailing in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) at the time of acquisition via the stock exchange, the requirement of equal treatment of all shareholders is to be complied with as far as possible in accordance with section 71(1) no. 8 sentence 4 AktG. According to the proposal, the equivalent value per share (not including incidental acquisition costs) to be paid by the company when an option is exercised (exercise price) must not either with or without taking into account the option premium paid or received exceed or fall below the price of the share determined during the opening auction in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) on the day on which the transaction was concluded by more than 5%. In this way, the company will, with regard to the permitted purchase price of the shares, initially be placed in the same position as if it were to acquire the shares directly via the stock exchange at the time the relevant option was concluded. This is because, in lit. c), the acquisition authorisation proposed to the Annual General Meeting on 13 May 2009 under item 7 stipulates the same lowest and highest equivalent values for the acquisition of own shares via the stock exchange. However, the proposed authorisation to use equity derivatives provides for another restriction in that the relevant limits must be adhered to in any event, i.e. with and without inclusion of the option premium. The term of put options used in the acquisition of own shares should not exceed one year. The longer the term, the likelier is it that the price of the share will deviate in an unforeseen way from the share price at the time the option transaction was concluded. In order to prevent too pronounced deviations, a maximum possible term is to be specified. This is not necessary in the case of call options because the company, as the option holder, can decide whether or not to exercise the call options. The company will only exercise the call options if the share price exceeds the exercise price at the time the option is exercised, in which case it is in the company s interest to exercise the option. The latest possible exercise date for the put options must be selected such as to ensure that the shares will be delivered before 13 November 2010, since the acquisition authorisation proposed under item 7 of the agenda for the Annual General Meeting of 13 May 2009 ends on 12 November 2010 which means that it will not possible to acquire own shares on the basis of this authorisation in accordance with section 71(1) no. 8 AktG after that date. For the same reason, it should be permitted to exercise call options for the purpose of acquiring own shares only up to a date which ensures that the shares will be delivered before 13 November In the case of a call option, however, it is in the discretion of the company as the option holder to exercise the option only if and to the extent that a valid repurchase authorisation granted by the Annual General Meeting is in place. It is therefore not necessary for the latest possible exercise and delivery date to occur before 13 November Rather, it is sufficient to state that call options must not be exercised, and the shares must not be delivered, after 12 November 2010 unless a corresponding new acquisition authorisation is granted by a subsequent Annual General Meeting. The same applies if the company does not wish to repurchase the shares directly but through dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company. Shareholders should have no right to demand that the company, dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company enter into put or call option transactions or a combination of both with them. The management

23 Re Item 8 Agenda 21 should be in a position to conclude option transactions in a targeted manner with credit institutions, thereby securing the best possible option terms by agreeing on exercise prices and option premiums that are nearmarket. As this will enable action to be taken more quickly, it will be possible to take advantage of favourable price developments at short notice, which will generally enable the company to agree better terms than if it were to make a public offer to all shareholders to conclude option agreements. The proposed authorisation expressly states that option transactions must be concluded at near-market conditions. In particular, the acquisition price paid by the company for options (the option premium paid) must not be substantially greater, and the sales price received by the company for options (the option premium received) must not be substantially lower, than the market value of the options calculated using generally accepted financial calculation principles; when calculating this market value, the agreed exercise price is to be taken into account besides other factors. This ensures that shareholders who are not involved in the option transactions suffer no or at least no significant loss in value. This, together with the limited extent to which own shares may be acquired using equity derivatives, is in line with the basic principle of section 186(3) sentence 4 AktG governing the exclusion of subscription rights, which is applied to the shareholders' tender rights. When repurchasing shares using put options, call options or a combination of both, shareholders should have a right to tender their shares only insofar as the company, dependent companies or companies that are majority-owned by the company, or third parties acting for their account or for the account of the company are obliged to purchase the shares under these options. Otherwise the use of put options, call options or a combination of both to acquire own shares would not be possible, and the related advantages could not be realised by the company. With regard to the use of own shares acquired using equity derivatives, the relevant provisions of the authorisations proposed under item 7 of the agenda shall apply. A suitable clarification is included at the end of the authorisation proposed under item 8. Agenda

24 22 Participation Participation in the Annual General Meeting Registration Registration period 6 May 2009, midnight (CEST) According to article 21 of the Charter, the shareholders of the company who are entered in the share register of the company on the day of the Annual General Meeting and whose shareholdings have been registered with the company for the purpose of attending the Annual General Meeting by the end of the registration period (6 May 2009, midnight (CEST)) have the right to participate in the Annual General Meeting and to exercise their voting rights at the Annual General Meeting. Shareholders who are entered in the share register will receive a written invitation from us. Shareholders can register: by mail by fax or electronically TUI Aktionärsservice Hauptversammlung Mannheim +49 (0) link AGM 2009 Online Service since 14 April 2009 Authorisation/instructions until 12 May 2009, midnight (CEST) Shareholders of TUI AG will again have the option this year to register or to appoint a representative, to order entry tickets for the Annual General Meeting or to authorise and instruct the company proxies electronically through the internet. This service will be available from 14 April 2009 under link Annual General Meeting The shareholder number and the individual access number required to access the personal internet service are indicated on the back of the above-mentioned personalised letter. Shareholders whose registration is received by the company before midnight (CEST) on 6 May 2009 may authorise and instruct the company proxies, modify their instructions, if necessary, or revoke their authorisation by communication to the addresses indicated above until midnight (CEST) on 12 May This also applies to authorisations and instructions given to the company proxies before midnight (CEST) on 14 April Entry tickets can be ordered exclusively until midnight (CEST) on 6 May Advice on voting by proxy Shareholders who are entered in the share register and have registered their shares in time have the option to have their voting rights exercised at the Annual General Meeting by a credit institution, a shareholders' association, the company proxies or any other person of their choice who has been authorised in writing to represent them.

25 Participation 23 With regard to the authorisation of and exercise of voting rights by credit institutions, shareholders' associations and equivalent persons, the specific provisions set out in section 135 AktG apply. In connection with the authorisation of company proxies, the following special rules apply. In all other cases, the authorisation must be granted in writing. The shareholders of TUI AG are offered the possibility to have their voting rights exercised at the Annual General Meeting by employees of the company who are bound by instructions. The authorisation and instructions for the the company proxies may be given in writing by means of the answer form, which is enclosed with this invitation, by fax or on the internet at the specified addresses or fax number. The proxies are obliged to vote in accordance with the instructions given. If no instructions are given, the proxy authorisation is invalid and the voting right will not be exercised. If instructions are ambiguous, the proxies will abstain from voting on the agenda items concerned. They will also abstain on all unforeseen motions. The form to be used for granting authorisations and issuing instructions is enclosed with this invitation. Participation Advice on counter-motions and nominations for elections pursuant to section 126, 127 AktG Counter-motions regarding proposals by the Executive Board and/or the Supervisory Board on a particular agenda item and nominations for the election of members of the Supervisory Board and for the appointment of the auditor may be addressed to: by mail by fax by TUI Aktiengesellschaft Gesamtvorstandssekretariat Karl-Wiechert-Allee Hanover +49 (0) gegenantraege.hv@tui.com Motions and nominations for elections that are addressed otherwise will not be circulated in accordance with sections 126, 127 AktG. Counter-motions until 28 April 2009, midnight (CEST) Motions and nominations for elections submitted by shareholders which we receive by midnight (CEST) on Tuesday, 28 April 2009 at the latest and which have to be circulated will be published, together with the shareholder's name, the reasons stated, and any statement by management, on the internet at link AGM Notification pursuant to section 128(2) AktG The following financial institutions were members of a syndicate which underwrote the company's latest securities offering in the last five years: Bayerische Hypo- und Vereinsbank, Citigroup, Commerzbank, Deutsche Bank, The Royal Bank of Scotland and WestLB. Berlin/Hanover, April 2009 The Executive Board

26 24 Extracts of the Annual Report 2008 TUI Group in Figures Var. % Divisional turnover Tourism m 18,628 15, Container shipping (discontinued operation) m 6,220 5, Others m Group m 24,908 21, Earnings before interest, tax, depreciation and amortisation (EBITDA) Tourism m Container shipping (discontinued operation) m Others m n/a Group m 962 1, Divisional earnings (EBITA) Tourism m Container shipping (discontinued operation) m Others m n/a Group m Underlying divisional earnings (underlying EBITA) Tourism m Container shipping (discontinued operation) m Others m Group m Net profit/loss for the year m n/a Earnings per share n/a Assets Non-current assets m 7,339 11, Current assets m 9,366 4, Total assets m 16,705 16, m Equity and liabilities Equity m 2,243 3, Non-current liabilities m 5,796 6, Current liabilities m 8,666 6, Total equity and liabilities m 16,705 16, Equity ratio % * ) Cash flow from operating activities m Capital expenditure m 954 1, Net debt m 4,083 3, Employees 31 Dec 70,254 68, *) percentage points

27 Extracts of the Annual Report Rise in operating earnings. Majority stake in container shipping sold. Stable liquidity and financial situation of the Group. Upgrade in synergies by TUI Travel the year that was Rise in operating earnings in tourism and container shipping The TUI Group successfully concluded the first full financial year following the formation of TUI Travel. Tourism, its core business, saw a significant increase in underlying earnings, in particular due to the positive operating performance of TUI Travel and the first-time consolidation of the First Choice activities for a full year. 6 See Annual Report 2008 page 6 Earnings by TUI Travel were impacted by an increase in fuel costs and the weakening exchange rates for the British pound sterling. The hotel business of TUI Hotels & Resorts in North America and the Caribbean was impacted by the weaker average US dollar. Cruises recorded a sound operating performance for Hapag-Lloyd Kreuzfahrten in 2008 but also input costs for establishing the business operations of TUI Cruises. In 2008 the market environment in container shipping deteriorated in the course of the year. Container shipping achieved an increase both in transport volumes and average freight rates and hence posted a notable rise in earnings, which was also noteworthy by industry standards. Until the end of the third quarter, its business was impacted by the substantial rise in fuel costs. At the end of the year, worldwide production cuts caused by the financial and economic crisis resulted in a considerable decline in freight volumes. In 2008, the scheduled integration costs for the merger between TUI s tourism division and First Choice as well as expenses in connection with the strategic realignment of TUI Travel s flight operations generated a significant difference between operating and reported earnings. Due to these up-front costs, incurred in order to achieve a sustain able and significant increase in the Group s profitability in subsequent years, consolidated earnings were negative in 2008 at -142m. Against this background, the Executive and Supervisory Boards will propose to TUI AG s 2009 Annual General Meeting that dividend payments be suspended for the 2008 financial year. Extracts of the Annual Report 2008 Majority stake in container shipping sold In March 2008, the Executive and Supervisory Boards of TUI AG resolved to separate container shipping from the Group. Following the conclusion of a bidding process, TUI AG agreed to sell all shares in Hapag-Lloyd AG to a subsidiary of Albert Ballin KG, Hamburg, in a deal that valued the company at 4.45bn in October This sales price meant that in a difficult market environment a value oriented to the long-term earnings potential of container shipping was generated. In the framework of the transaction, TUI AG will take a 43.33% stake in the new com-

28 26 pany from Albert Ballin KG for 910m. TUI AG can freely dispose of its stake in the company. The co-shareholders have pre-emptive rights. In addition, TUI AG has a right of first offer to sell the shares to the remaining shareholders. The first exercise date for this option will be 1 January Stable liquidity and financial situation of the Group With the divestment of the majority interest in the container shipping operations in October 2008, the TUI Group s portfolio was realigned. The Group s liquidity and financial situation resulting from the sale of the majority stake in Hapag- Lloyd AG will open up investment opportunities for the further expansion of TUI AG s tourism business in the longer term. Annual synergy potential in TUI Travel upgraded to 175m British pounds sterling TUI Travel, which arose from the merger of the TUI Group s distribution, tour operation, aviation and incoming operations with First Choice, achieved a very successful performance in its first full operating year. In 2008, the defined sets of measures were implemented in order to further enhance the flexibility of the business model and boost the profitability of the business. The integration and restructuring process progressed faster than expected in The annual synergy potential to be delivered as of 2011 was upgraded by 25m to 175m British pounds sterling on its previous target. 19 Assessment of earnings See Annual Report 2008 page 19 Divisional turnover and earnings The TUI Group posted a positive performance in In tourism, its core business, underlying earnings rose substantially due to the first-time consolidation of First Choice for a full financial year and in particular the positive development of TUI Travel s operating performance. In the first full year of TUI Travel operations, the focus was on implementing the sets of measures defined in 2007 in order to achieve planned synergies. TUI Travel also improved its margins in 2008, above all due to restrictive capacity management in the Mainstream business. TUI Hotels & Resorts continued the successful performance of the previous year. On the other hand, earnings by TUI Travel and TUI Hotels & Resorts were im pact ed by higher fuel costs and weaker quotations of the British pound sterling and the US dollar. Earnings by the Cruises sector comprised the positive operating earnings by Hapag- Lloyd Kreuzfahrten and start-up for the establishment of TUI Cruises in In a market environment characterised by high fuel costs and increasing cuts in global production towards the end of the year, container shipping achieved a slight increase in transport volumes and a substantial rise in average freight rates in These operating improvements generated considerable earnings growth, which was also notable by industry standards. Adjusted for fuel price and currency exchange effects, earnings by tourism matched the Executive Board s expectations. In shipping, earnings fell short of original expectations, in particular due to the weaker US dollar, high average fuel costs and the declining transport volumes towards the end of the financial year; by industry standards, however, earnings achieved a distinctly positive level.

29 Extracts of the Annual Report Continuing operations Development of divisional turnover The continuing operations comprise tourism and central operations. Divisional turnover million Var. % Tourism 18, , TUI Travel 18, , TUI Hotels & Resorts Cruises Central operations Continuing operations 18, , Container shipping 6, , Discontinued operation 6, , Consolidation Divisional turnover 24, , Turnover by the TUI Group s continuing operations was 18% up year-on-year in In tourism, both TUI Travel and TUI Hotels & Resorts generated year-onyear turnover growth. In TUI Travel, the increase in turnover was primarily attributable to changes in consolidation. Adjusted for the consolidation of First Choice activities, which had only been included for the period from September to December in the previous year, TUI Travel recorded a minor decline in turnover year-on-year due to cuts in tour operator capacity and the lower value of the British pound sterling against the euro. Turnover by central operations, which comprise the Group s holding companies and real estate companies, fell slightly year-on-year by 27% to 86m. Discontinued operation Divisional turnover Turnover by discontinued operation, namely container shipping activities including stakes in container terminals, grew 4% year-on-year to 6.2bn. The main reasons for this growth were year-on-year rises in freight rate levels and stable transport volumes. On the other hand, the US dollar exchange rate declined 7% year-onyear against the euro. In 2008, overall turnover by the TUI Group divisions climbed 14% year-on-year to 24.9bn. The continuing operations accounted for 75% of this turnover. Following the reclassification of container shipping to discontinued operations, tourism accounted for almost the entire turnover by continuing operations. In its first full operative year, TUI Travel accounted for 97% of turnover in tourism. In contrast, TUI Hotels & Resorts only represented a small portion of turnover in tourism since it included the affiliated companies and joint ventures measured at equity as well as high turnover with Group tour operators which had to be consolidated from a Group perspective. Extracts of the Annual Report 2008

30 28 Divisional earnings (EBITA) Divisional earnings Underlying divisional EBITA Divisional EBITA million Var. % Var. % Tourism TUI Travel n/a TUI Hotels & Resorts Cruises Others/Consolidation n/a Central operations n/a Continuing operations Container shipping Discontinued operation Divisional earnings Continuing operations For the continuing operations, operating earnings adjusted for special one-off effects (underlying divisional EBITA) rose 25% to 548m in Apart from a gratifying development of operating business in tourism, the first-time consolidation of First Choice for a full financial year created an additional profit contribution. On the other hand, earnings by tourism were adversely affected by the year-on-year fall in the quotations of the British pound sterling and US dollar. Earnings by the continuing operations before adjustment for one-off effects (divisional EBITA) reflected effects and other one-off expenses totalling around 501m in Reported earnings by the continuing operations thus fell 89% to 46m. Underlying divisional EBITA: Tourism million Var. % Divisional EBITA Gains on disposal Restructuring Purchase price allocation Other one-off items Underlying divisional EBITA Underlying earnings by tourism climbed 30% year-on-year to 602m in The rise in operating earnings resulted, among other things, from cost synergies, higher capacity utilisation and stronger margins in the Mainstream business as well as organic and external growth in the Specialist and Activity sectors of TUI Travel. In addition, the first full-year consolidation of First Choice produced a positive earnings effect, while the year-on-year fall in the average value of the British pound sterling caused earnings to decline. In 2008, earnings by tourism before adjustment for one-off effects were impacted by restructuring and integration expenses as well as other one-off expenses of TUI Travel totalling 503m. Due to these expenses, reported earnings by tourism declined 55% to 99m.

31 Extracts of the Annual Report Underlying divisional EBITA: Central operations million Var. % Earnings by the holdings n/a Other operating areas Divisional EBITA n/a Gains on disposal Restructuring Purchase price allocation Other one-off items Revaluation of conversion rights Underlying divisional EBITA Earnings by central operations comprised the corporate centre functions of TUI AG and of the intermediate holdings along with miscellaneous other operating areas, essen tially the Group s real estate companies. Underlying earnings by central operations declined, totalling -54m in The drop was mainly attributable to negative profit contributions from the measurement of derivative financial hedging instruments. Previous year s reported earnings notably reflected out-off income from the sale of the majority stake in Montreal Gateway Terminals, a total of 185m. Discontinued operation Underlying divisional EBITA: Container shipping (discontinued operation) million Var. % Turnover 6, , Earnings discontinued operation Adjustment according to IFRS 5* ) n/a EAT Net interest result/taxes on income Divisional EBITA Gains on disposal Restructuring Purchase price allocation Other one-off items Underlying divisional EBITA * ) Suspension of depreciation ( 207m) and equity measurement of participations of container shipping ( -28m) since 31 March In 2008, underlying earnings by container shipping grew slightly due to higher freight rates and stable transport volumes. Earnings were impacted by high fuel costs and the 7% decline in the exchange rate of the US dollar against the euro. Extracts of the Annual Report 2008 At 133m, reported earnings by container shipping were 3% down on 2007 levels. Previous year s reported earnings reflected one-off income from the sale of Hapag-Lloyd AG s minority stake in Germanischer Lloyd AG for a total of 15m. Underlying divisional EBITA: Group million Var. % Divisional EBITA Gains on disposal Restructuring Purchase price allocation Other one-off items Underlying divisional EBITA

32 30 Divisional earnings Overall, the TUI Group posted underlying divisional earnings of 759m in financial year 2008, up 23% year-on-year. Adjusted for the above-mentioned special income and expenses, reported divisional earnings fell 67% to 180m. Development of Group earnings As the container shipping activities have been classified as discontinued operations in accordance with IFRS 5 since 31 March 2008, earnings by this sector were no longer carried under continuing operations but rather under the item Result from discontinued operations. The previous year s figures were restated accordingly in accordance with IFRS 5. The First Choice activities, which had been consolidated for the period from September to December in 2007, were consolidated for a full year for the first time in As a result, there was limited comparability between the items on the profit and loss statement and the respective figures for See Annual Report 2008 page 40 Consolidated profit and loss statement million Var. % Turnover 18, , Cost of sales 17, , Gross profit/loss 1, , Administrative expenses 1, , Other income/other expenses n/a Impairment of goodwill Financial result Financial income Financial expenses Share of results of joint ventures and associates Earnings before taxes on income n/a Reconciliation to underlying earnings: Earnings before taxes on income n/a Interest result and earnings from the valuation of interest hedges Impairment of goodwill EBITA from continuing operations 1) Adjustments Gains on disposal Restructuring Purchase price allocation Other one-off items Underlying EBITA from continuing operations Earnings before taxes on income n/a Taxes on income n/a Result from continuing operations n/a Result from discontinued operations Group profit/loss for the year n/a attributable to shareholders of TUI AG of Group profit n/a attributable to minority interest of Group profit n/a Group profit/loss n/a Basic earnings per share in n/a Diluted earnings per share in n/a 1) EBITA is equivalent to earnings before interest, taxes on income and impairment of goodwill.

33 Extracts of the Annual Report Group profit See Annual Report 2008 page 42 Earnings per share In 2008, costs for the merger between First Choice and TUI s tourism division and expenses in connection with the strategic realignment of TUI Travel flight operations resulted in a significant decline in Group profit. As a result, negative Group profit of -142m was recorded in On the other hand, operating earnings adjusted for special one-off effects improved both in tourism and container shipping in The development of profit contributions by tourism and container shipping is outlined in detail in the section Turnover and earnings. The interest in Group profit for the year attributable to TUI AG shareholders (after deduction of minority interests and the dividend on the hybrid capital) totalled -121m. In relation to the weighted average number of shares of 251,258,098 units, basic earnings per share amounted to (previous year: 0.60). The convertible bond issued in November 2003 did not cause a dilution effect so that diluted earnings per share also stood at See Annual Report 2008 page 44 Net assets of the Group The Group s balance sheet total grew by 3% year-on-year to 16,705m. This increase mainly resulted from additions to the group of consolidated companies in the wake of acquisitions by TUI Travel during the financial year under review. The previous year s values were restated following the finalisation of purchase price allocations of the First Choice Group. Explanatory information and a reconciliation table are provided in the notes on the consolidated financial statements in the section Accounting principles. Development of the Group s asset structure million 31 Dec Dec 2007 Var. % Fixed assets 6, , Non-current assets Non-current assets 7, , Inventories Current receivables 3, , Cash and cash equivalents 2, , Assets held for sale 4, n/a Current assets 9, , Assets 16, , Equity 2, , Liabilities 14, , Equity and liabilities 16, , Extracts of the Annual Report 2008 Vertical structures Structural indicators Non-current assets accounted for 44% of total assets, compared with 71% in the previous year. The decline in non-current assets mainly resulted from the reclassification of the container shipping assets held for sale to current assets. Fixed assets represented 90% of non-current assets. They decreased by 39% to 6,600m, above all due to the reclassification of assets held for sale. The capitalisation ratio (ratio of fixed assets to total assets) decreased to 40%, down from 67% in Current assets accounted for 56% of total assets, compared with 29% in The considerable increase primarily resulted from the reclassification of the container shipping assets held for sale to current assets. At 2,046m, the Group s

34 32 cash and cash equivalents rose by 27% year-on-year. They thus accounted for 12% of total assets, compared with 10% in the previous year. Horizontal structures At the balance sheet date, the ratio of equity to non-current assets was 31%, compared with 27% in The ratio of equity to fixed assets was 34% (previous year: 29%). The ratio of equity plus non-current financial liabilities to fixed assets was 94%, compared with 72% in Financial position of the Group 49 See Annual Report 2008 page 49 Capital structure of the Group million Var. % Non-current assets 7, , Current assets 9, , Assets 16, , Subscribed capital Reserves including net profit available for distribution , Hybrid capital Minority interest Equity 2, , Non-current provisions 1, , Current provisions Provisions 2, , Non-current financial liabilities 3, , Current financial liabilities 1, Financial liabilities 4, , Other non-current financial liabilities Other current financial liabilities 4,588,9 4,957,7-7,4 Other financial liabilities 4, , Liabilities related to assets held for sale 2,500.6 n/a Liabilities 16, , Capital structure The development of the TUI Group s capital structure in financial year 2008 was mainly determined by the reclassification of the container shipping activities and the associated liabilities to Assets held for sale in accordance with IFRS 5. The previous year s figures were restated following the finalisation of the purchase price allocation in Overall, non-current capital decreased by 19% to 8,040m. It declined by 13 percentage points to 48% in relation to the balance sheet total. The equity ratio fell to 13%, down from 19% in Equity and non-current financial liabilities ac - counted for 37% of the balance sheet total at the balance sheet date, following 48% in f Liquidity reserve See Annual Report 2008 page 53 Liquidity analysis In financial year 2008, the TUI Group s solvency was secured any time by means of cash inflows from operating activities and raising of new credits, liquid funds as well as bilateral and syndicated credit agreements with banks. In January 2008, TUI AG terminated an agreement concerning a syndicated credit line which had been adjusted to a level of 1.0bn and had not been used by then. This termination occurred in connection with an equity-linked financing of 450m with shares in TUI Travel PLC as underlying. As at the balance sheet date,

35 Extracts of the Annual Report TUI AG s liquidity reserve consisted of unused bilateral credit lines with banks and cash and cash equivalents. The liquidity reserve of TUI AG as the Group s parent company totalled 1.4bn. Summary cash flow statement million Var. % Net cash inflow from operating activities Net cash inflow/outflow from operating activities Net cash inflow/outflow from financing activities Change in cash and cash equivalents Net cash inflow from operating activities Net cash outflow from investing activities Net cash inflow from financing activities In 2008, the net cash inflow from operating activities totalled 946m. The yearon-year increase was mainly attributable to the first-time full-year consolidation of the activities of the First Choice Holidays Group, which had a significant negative effect in 2007 due to the seasonally weak last third of the year. The net cash outflow from investing activities totalled 461m in A cash outflow of 897m resulted primarily from the investments made in container ships and hotel complexes. Cash inflows were attributable to the disposal of property, plant and equipment and financial investments of 484m. A material disposal in this context was the sale of aircraft to AerCap Holdings NV. The net cash inflow from financing activities amounted to 199m. The main items were the cash inflow from taking out several long-term bank loans, including in particular a loan based on an exchangeable bond of 450m by TUI AG and a loan to finance ships and containers of 750m US dollars by Hapag-Lloyd. On the other hand, TUI AG repaid the convertible bond of 385m, while TUI Travel redeemed short-term bank loans. Interest payments resulted in a cash outflow of 321m, up 23% year-on-year. Development of cash and cash equivalents million Var. % Cash and cash equivalents at the beginning of the period 1, Changes due to changes in consolidation Changes due to changes in exchange rates Cash changes Cash and cash equivalents at the end of the period 1) + 2, , ) At the balance sheet date 2008 cash and cash equivalents of 123.9m are included in Assets held for sale (previous year: 0.0m) Extracts of the Annual Report 2008

36 34 42 ff See Annual Report 2008 page 42, 43 and 47 Annual financial statements of the TUI AG (abbreviated version) The annual financial statements of TUI AG were prepared in accordance with the provisions of the German Commercial Code and audited by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover. They were published in the Federal Gazette. The annual financial statements have been made permanently available on the internet at and may be requested in print from TUI AG. Abbreviated balance sheet of TUI AG (financial statements according to German Commercial Code) million 31 Dec Dec 2007 Var. % Intangible assets/property, plant and equipment , Investments 2, , Fixed assets 3, , Receivables 2, , Cash and cash equivalents 3, n/a Current assets 5, , Prepaid expenses Assets 8, , Equity 2, , Special non-taxed items Provisions 1, , Liabilities 5, , Deferred income Liabilities 8, , Profit and loss statement of TUI AG million Var. % Turnover Other operating income 3, , Cost of materials Personnel costs Depreciation Other operating expenses 2, , Net income from investments n/a Write-downs of investments 1, Net interest Profit on ordinary activities - 1, n/a Taxes n/a Net profit/loss for the year - 1, n/a Net loss for the year The net loss for the year totalled 1,529m. Taking account of profit carried forward of 25m, an amount of 1,504m was withdrawn from the capital reserves in order to balance the net result for the year.

37 Extracts of the Annual Report ff General development See Annual Report 2008 page 80 Report on expected developments Macroeconomic situation Against the background of the current financial and economic crisis, expectations for the world economy have continued to deteriorate in recent months. In 2009 global economic growth will be adversely affected by marked recession in key economies and the global financial crisis. The International Monetary Fund only expects global growth of 0.5% in its revised forecast for 2009 (IMF, World Economic Outlook, January 2009). According to the IMF s definition, the world economy is therefore in global recession. Irrespective of far-reaching state intervention aimed at curbing the effects of the crisis, the real economy is adversely impacted by the financial strains. From the IMF s perspective, the key to sustained economic recovery therefore lies above all in restoring the viability of the financial sector and the credit markets. For 2010 the IMF expects the world economy to pick up again with 3% growth. Europe is expected to take significantly longer than other regions to return to economic growth. In the light of the decline in commodity costs, inflationary pressure is expected to decrease worldwide. Business trend Earnings Tourism With its broad customer base in 25 source markets, TUI Travel is able to offset developments in individual markets or product groups. In 2008 TUI Travel continued to enhance the flexibility of its business model in the Mainstream business. Only a smaller portion of airline and hotel commitments for forthcoming seasons were contracted through fixed agreements. The flight capacity of the Group s own airlines is largely geared to the requirements of the tour operators concerned. Staggered leasing agreements serve to adjust the fleet size of Group-owned airlines to changes in demand in the short or medium term. Third-party flying accounts for almost one third of airline capacity required. Given the current uncertainties in economic conditions, TUI Travel is pursuing very restrictive capacity management in its volume business in all source markets. In 2009 TUI Travel s strategic focus will be on stable product margins and high capacity utilisation. In the UK, in particular, the rise in direct costs caused by the current weakness of the British pound sterling and the fuel price increases in 2008 will be passed on to customers via higher average prices. Most of the aircraft fuel and foreign exchange requirements underlying the budget for 2009 had already been fixed via hedging transactions in There will therefore be a certain time lag before current falls in fuel prices lead to cost reductions. At present TUI Travel expects underlying earnings to rise slightly in Earnings by TUI Travel will primarily be driven by progressive integration synergies and stable product margins triggered by the capacity and product measures initiated in the Mainstream business. On the other hand, the persistently weak performance of the British pound sterling as well as further weakening of the tourism markets will pose a risk. Extracts of the Annual Report 2008 Following the expansion of capacity in Riu and Robinson, TUI Hotels & Resorts aims to achieve further growth in bednight volumes. The extent to which the increase in capacity will generate corresponding profit contributions will depend in particular on the average revenues per bednight achieveable for the 2009

38 36 summer season. The development of earnings is currently expected to be relatively stable in comparison with the completed financial year Due to the start-up costs for TUI Cruises expected for financial year 2009, earnings by cruise operations are expected to fall substantially below the level generated in the completed financial year Based on the current expectations for earnings for TUI Travel, TUI Hotels & Resorts and Cruises the TUI Group expects operative earnings by tourism, its core business, to show a stable to positive development the margin risk caused by the present difficult economic environment cannot yet be fully assessed. Business trend Container shipping As to demand for container transportation in 2009, IHS Global Insight currently forecasts a decline of 0.5% worldwide due to consumer restraint and production cutbacks or shorter working weeks in a number of industries (source: IHS Global Insight, December 2008). Hapag-Lloyd expects average freight rates to decline, driven by the weak development of Asian exports and imports in particular on the Europe/Far East trade lane. Costs are likely to be affected above all by the performance of the US dollar, the development of bunker prices and charter costs for tonnage. Bunker prices have currently stabilised but remain historically high. Earnings Based on the market conditions outlined above, earnings by container shipping are expected to decline considerably year-on-year in financial year At equity earnings for inclusion in the consolidated financial statements following the sale of the majority stake in container shipping are expected to be negative. Expected overall development In the light of expected negative at equity profit contributions by container shipping and a stable performance of the tourism, the TUI Group s underlying earnings for 2009 are expected to fall below the level generated in the completed financial year The develop ment of earnings may be adversely affected by potential repercussions of the current crisis in the financial and real markets on the Group s operative businesses. Reported earnings for the TUI Group 2009 will be positive due to lower integration costs and the anticipated gain on disposal in container shipping.

39 Extracts of the Annual Report See Annual Report 2008 page 60 Report on subsequent events Sale of a majority stake in container shipping At an extraordinary meeting held on 27 February 2009, the Supervisory Board of TUI AG approved an amendment to the terms for the sale of a majority stake in container shipping, agreed with the Hamburg-based Albert Ballin consortium in October The changes relate to the stakes held in the company acquiring Hapag-Lloyd AG and a number of additional credit lines offered to the Hapag- Lloyd Group. The valuation of Hapag-Lloyd AG will be retained unamended, with the company valued at 4.45bn. TUI will increase its planned stake in the acquiring company from originally 33.33% to 43.33%. TUI AG will acquire the additional shares from Kühne Holding AG, which will continue to be part of the consortium. The stakes of the remaining shareholders will not change. TUI AG will be entitled to sell its additional shares in the company any time. The consortium has a pre-emption right and an obligation to take delivery. In order to guarantee the financial stability of the Hapag-Lloyd Group even after the transfer of ownership, TUI AG is also prepared to provide additional credit facilities worth a total amount of up to 1bn for a limited period and at terms and conditions customary in the industry. Extracts of the Annual Report 2008

40 38 Service Directions Directions How to get to the Venue By car Destination: Hannover Congress Centrum Theodor-Heuss-Platz Hanover Hanover has established an environmental zone in its inner city. The Hannover Congress Centrum is located within that environmental zone. Should you wish to come to the AGM by car, your vehicle willl need to have a pertinent green windscreen sticker. For more detailed information you can also go to: Hanover and its surrounding areas Airport Hannover- Langenhagen Hamburg/Bremen Celle From the north Exit the motorway A7 at junction Hannover-Kirchhorst, follow the motorway A37/ Messeschnellweg. Turn right at the exit Hannover- Kleefeld, turn right again at the first traffic lights into Clausewitzstraße. From the west Follow the motorway A2 to the junction Hannover-Buchholz. Exit the A2 and follow the motorway A37/Messeschnellweg. Turn right at the exit Hannover-Kleefeld, turn right again at the first traffic lights into Clausewitzstraße. Dortmund City centre Hanover Hannover Congress Centrum Bad B65 Nenndorf Motorway junction HANNOVER-BUCHHOLZ Clausewitzstr. Bischofsholer Damm B65 Südschnellweg A2 From the south Follow the motorway A7 to Hannover-Süd. Exit the A7 and follow the A37/Messeschnellweg. Turn left at the exit Hannover- Kleefeld, turn right at the first traffic lights into Clausewitzstraße. Messe- Schnellweg Exit H.- Kleefeld A37 A37 A2 Seelhorster Kreuz A7 A7 Kassel/Frankfurt Motorway junction HANNOVER-Kirchhorst Motorway junction HANNOVER-OST Berlin Motorway junction HANNOVER-SÜD From the east Follow the motorway A2 right across junction Hannover-Ost up to junction Hannover- Buchholz. Exit the A2 and follow the motorway A37/Messeschnellweg. Turn right at the exit Hannover-Kleefeld, turn right again at the first traffic lights into Clausewitzstraße.

41 Directions Service 39 By public transport If you have ordered an entry ticket, you will receive a special ticket with your mail which entitles you to use the public transport in Hanover (in the area of the GVH) free of charge. Hanover city U U Main station U Oststadt Berliner Allee Fritz-Behrens-Allee Zoo Adenauerallee Zeppelinstraße P P U HCC Zoo Eilenriedestadion Hannover Congress Centrum Clausewitz- str. Lines 1, 2, 8, 10, 17 Town hall Opera house Line 11 U Aegidientorplatz Change here! U Marienstraße U Braunschweiger Platz The subway travels above ground from here Hans-Böckler-Allee Bult Bischofsholer Damm U Clausewitzstraße B3 Messeschnellweg P U Südstadt From Hanover main station take the bus lines 128 or 134 towards Peiner Straße directly to Hannover Congress Centrum. The trip will take approx. 10 minutes. From Hanover airport take the S-Bahn S5 to Haupt bahnhof, there the public transport as described adjoining directly to Hannover Congress Centrum. The trip will take approx. 34 minutes. Or: by the tram lines 1 (direction Laatzen/Sarstedt) 2 (direction Rethen) 8 (direction Messe/Nord) 10 or 17 (both directions Aegidien torplatz) to Aegidien torplatz. Change for line 11 (direction Zoo) to Hannover Congress Centrum. The trip will take approx. 14 minutes. Schedules are available at Service

42 Die seitens der TUI AG getroffenen technischen und organisatorischen Maßnahmen zur Gewährleistung der Datensicherheit bei der Nutzung des Internets entsprechen den modernsten Sicherheitsstandards. Die TUI AG tritt nicht für Mängel ein und übernimmt keine Haftung für die Funktionsfähigkeit und die örtliche Verfügbarkeit sowie die permanente Aufrechterhaltung des Telekommunikationsnetzes sowie der Internetdienste. Eine Verantwortung hierfür entzieht sich dem Einflussbereich der TUI AG.Wir weisen darauf hin, dass die Stabilität und Verfügbarkeit der Dienste nach dem heutigen Stand der Technik noch Schwankungen unterworfen sein können. Wir empfehlen Ihnen, unseren HV Online-Service so rechtzeitig zu nutzen, dass im Falle einer Nichtverfügbarkeit eine fristgerechte Abgabe der Anmeldung, der Eintrittskartenbestellung sowie der Vollmachts- und Weisungserteilung noch auf schriftlichem Wege möglich sind. 40 Service Application Annual General Meeting online All information on the AGM at one internet site Would you like to check out the agenda online, order documents from TUI AG, print out the directions or use our AGM Online-Service for registration or order of entry tickets per internet or use one of the many other options available you can do all this on our homepage: Just follow the instructions below: Wichtige Hinweise zur Hauptversammlung ) Anmeldung, Eintrittskartenbestellung, Vollmachts- und Weisungserteilung a) Schriftform Für die Eintrittskartenbestellung oder Vollmachts- und Weisungserteilung nutzen Sie bitte nebenstehenden Antwortbogen. Diesen können Sie uns per Post im beiliegenden portofreien Rückumschlag oder per Fax an +49 (0) zukommen lassen. Der ausgefüllte Antwortbogen muss uns bis spätestens Mittwoch, 6. Mai 2009, 24 Uhr vorliegen. Bitte denken Sie an die Postlaufzeiten. b) Internet Für die Eintrittskartenbestellung oder Vollmachts- und Weisungserteilung im Internet nutzen Sie bitte unseren HV Online- Service unter Für den Zugang zum HV Online-Service benötigen Sie als Anmeldedaten Ihre Aktionärsnummer sowie Ihre individuelle Zugangsnummer: Ihre Anmeldedaten Aktionärsnummer Individuelle Zugangsnummer hier freirubbeln Die Zugangsnummer gilt lediglich für die Hauptversammlung 2009 und wird danach Die Anmeldung und Eintrittskartenbestellung ist nur bis zum 6. Mai 2009, 24 Uhr möglich. Aktionäre, deren Anmeldung vor Ablauf des 6. Mai 2009 bei der Gesellschaft eingegangen ist, können gegenüber den Stimmrechtsvertretern der Gesellschaft Vollmacht und Weisung erteilen und gegebenenfalls eine Änderung der Weisung noch bis zum 12. Mai 2009, 24 Uhr vornehmen. Bei mehrfach eingehenden Erklärungen (Schriftform und Internet) hat die Erklärung per Internet Priorität. Eintrittskartenbestellung per Internet Link HV Online-Service Wählen Sie nach der Eingabe Ihrer Anmeldedaten den Punkt Eintrittskartenbestellung. Geben Sie auf der Folgeseite an, ob Sie allein oder mit einer Begleitperson die Hauptversammlung besuchen möchten oder geben Sie Namen und Anschrift eines Bevollmächtigten ein. Die Eintrittskarte(n) wird/werden automatisch an die eingetragene Anschrift gesandt. Erteilung von Vollmacht und Weisung an die Stimmrechtsvertreter der Gesellschaft per Internet Link HV Online-Service Wählen Sie nach der Eingabe Ihrer Anmeldedaten den Punkt Vollmacht und Weisung an die Stimmrechtsvertreter der Gesellschaft und bestätigen Sie die Folgeseite.Vorbehaltlich rechtzeitiger Anmeldung (bis spätestens 6. Mai 2009, 24 Uhr) können Sie Ihre Vollmacht und Weisung gegenüber den Stimmrechtsvertretern der Gesellschaft per Internet noch bis zum 12. Mai 2009, 24 Uhr abgeben bzw. ändern. Maßgeblich für die Ausübung der Stimmrechte und die Präsenzermittlung ist nach Maßgabe der gesetzlichen Bestimmungen und der Satzung der TUI AG Ihr Aktienbestand laut Aktienregister zum Zeitpunkt der Hauptversammlung. 2) Haben Sie noch Fragen? Dann steht Ihnen die TUI Aktionärs-HV-Hotline unter der Nummer aus Deutschland oder +49 (0) aus dem Ausland, von Montag bis Freitag zwischen 8:00 und 18:00 Uhr, gerne zur Verfügung. Sie erreichen die HV-Hotline ebenfalls per über tui.hv@rsgmbh.com. 3) Adressänderung Von Ihrer Depotbank sind Sie mit den auf der Vorderseite abgedruckten Daten zur Eintragung ins Aktienregister gemeldet worden. Bitte korrigieren Sie fehlerhafte Angaben und senden diesen Abschnitt (ggf. zusammen mit dem ausgefüllten Antwortbogen) im portofreien Rückumschlag an uns zurück oder geben Sie uns Ihre Änderungswünsche über die folgende Internetseite bekannt: Name, Vorname Straße, Nr. PLZ, Ort, Land Visit our homepage at Full details on the Annual General Meeting you will find under AGM You will find all the information you need to log in the AGM Online- Service on the back of your letter of invitation: your shareholder number and your individual secret access number, which you can see upon rubbing off the relevant section.

43 Application Service 41 AGM Online Service Ordering entry tickets, grant proxy and give instructions Your registration data Shareholder number: xxxxxxxxxx Individual access number: please rub off here! Our guide so that you always know exactly where you are. Our service offer: The hotline number always at hand, if you need help; print function on all sites. Ordering entry tickets If you want to attend in person. If you want to bring someone along. If you want to send a representative. Grant proxy and give instructions You can authorise one of the voting trustees of the Company, who will vote in your place according to your instructions. Service 41

44 42 Service Hall map Map of Hannover Congress Centrum The AGM will be held in the Eilenriedehalle. The entrance is via the Nieder - sachsenhalle and the Glashalle. This hall map and further information are also available on our homepage link AGM Eilenriedehalle Glashalle WC Here you will receive the Annual Report 2008 Niedersachsenhal- Speaker registration desk Supervisory Board Executive Board Investor Relations Information on our share WC Rostrum WC Hannover Congress Centrum AExit Hannover- Kleefeld Hans-Böckler-Allee Eilenriedehalle Glashalle WC Niedersachsenhalle Entrance Application, registration, information, cloakroom Please be ready to show your entry ticket! Your way through the halls Clausewitzstraße Tram stop N Zeppelinstraße Theodor- Heuss- Platz Schillstraße Niedersachsenhalle P Adenauerallee P Mars-la- Tour- Straße Entrance Schackstraße Kuppelsaal

45 Guidelines Service 43 Guidelines for the AGM Accompanying person If you intend to register a person accompanying you and share the voting rights out evenly across the entry tickets ordered, you may complete item 1 Ordering entry tickets on the enclosed sheet or use our AGM Online-Service on the internet. (For more detailed information please go to pages 40/41 in this brochure or go to link AGM 2009 ). Entry The AGM will start at 10:30 a.m. (CEST). The doors of the Hannover Congress Centrum will be opened at 9:00 a.m. We would recommend you to arrive as early as possible to avoid waiting times at the entrance control or the registration desks. Annual Report You will receive a copy of the Annual Report 2008 in the glass corridor right in front of the assembly hall (cf. hall map on page 42). Catering Beverages and snacks are available at any time. The lunch buffet will open at noon. Cloakroom You may leave your coat and any personal belongings or luggage at the cloakroom free of charge. Internet access Several terminals have been installed in the lobby. Investor Relations stall The Investor Relations staff will be glad to deal with any questions you may have concerning the share at a separate desk (cf. hall map on page 42). Laptops No power grid connections are available at the seats in the assembly hall. However, you may use your laptop if you want to take notes during the meeting. Leaving the meeting In order to be able to keep the attendance figures updated until the final vote, we would request shareholders or shareholder proxies wishing to leave the assembly hall prior to the end of the meeting to either submit their voting card block to the control staff at the exit or prepare and hand in a proxy to a shareholder, shareholder representative or voting trustees of the company present at the meeting by means of a proxy. Mobile phones You are free to bring your mobile phone. However, the chairman of the AGM will ask participants to switch their mobiles off at the opening of the AGM. Information stall If you have any questions concerning the meeting, please contact the information desk in the lobby (cf. hall map on page 42). Service

46 44 Service Guidelines Participation certificate The back envelope of the voting card block is considered as a confirmation of your participation in the AGM. Picture and sound recording devices It is forbidden to take photographs or make video or sound recordings at the AGM. Participants will therefore be checked for picture/video and sound recording devices which will have to be deposited for the dura tion of the AGM. Proxy If you are prevented from attending the AGM, you may have your voting rights exercised by means of a proxy: by your custodian bank if it offers this service, by a shareholders association, by a voting trustee of the company or a person of your own choice. You can use any of these options by completing the enclosed sheet or if you want to be represented by a proxy representative provided by the TUI AG or a person of your own choosing using our AGM Online-Service on the internet. ( link AGM 2009 ) Registration Registration desks have been set up in the lobby. Upon presentation of your entry ticket, you will receive a voting card block which entitles you to raise questions at the AGM and take part in the votes. Requests for the floor The speaker registration desk is positioned directly in front of the panel for the members of the Executive Board and Supervisory Board. Sheets to request the floor are available at this desk which may be filled in, preferably before the beginning of the AGM. Once the presentations are concluded and discussion of the individual items of the agenda begins, the names of the speakers will be called out and you can proceed to the rostrum to present your question or comment. Rostrum A rostrum with a microphone has been installed next to the panel to make sure that all participants can hear the speakers presentations. Vote At registration you will receive a voting card block. You will find full details on the voting procedure in a separate flyer with the voting card block. Wheelchair users Please use the main entrance. All rooms are level with the ground. Stairs are bridged with ramps. The car park also meets the needs of people with handicaps.

47 TUI AG Karl-Wiechert-Allee Hanover Germany