EANS-General Meeting: TUI AG / Announcement convening the general meeting

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Invitation

We hereby invite our shareholders to the 2013 Annual General Meeting
on Wednesday, 13 February 2013 at 10.30 a.m. at the Hannover Congress
Centrum, Theodor-Heuss-Platz 1-3, 30175 Hanover.

TUI AG
Berlin/Hanover
Karl-Wiechert-Allee 4
30625 Hanover
Germany

The Company's share capital is divided into 252,374,490 no-par value
shares carrying the same number of votes.

Securities identification numbers
Voting and participating shares:
ISIN-Code WKN

DE 000 TUA G00 0 TUA G00
DE 000 TUA G0B 2 TUA G0B

Voting shares:

ISIN-Code WKN
DE 000 TUA G20 8 TUA G20
DE 000 TUA G19 0 TUA G19

Agenda for the Annual General Meeting of TUI AG on 13 February 2013

1.Presentation of the approved annual financial statements for the
2011/12 financial year, the approved consolidated financial
statements, the summarised management report and group management
report with a report explaining the information in accordance with
section 289 (4) and section 315 (4) of the German Commercial Code
(Handelsgesetzbuch; HGB) and the Supervisory Board report

2. Resolution on the use of the net profit available for distribution
for the 2011/12 financial year The net profit for the year is
EUR127,946,061.75. After deduction of the EUR118,470,000.00 that was
transferred to other revenue reserves and taking account of the
retained earnings brought forward of EUR107,141,591.53, the resulting
net profit is EUR116,617,653.28. The Executive Board and the
Supervisory Board propose carrying forward this reported net profit
to new account.

3. Resolution on the ratification of the actions of the Executive
Board for the 2011/12 financial year The Supervisory Board and the
Executive Board recommend that the actions be ratified.

4. Resolution on the ratification of the actions of the Supervisory
Board for the 2011/12 financial year The Executive Board and the
Supervisory Board recommend that the actions be ratified.

5. Resolution on the appointment of the auditor for the 2012/13
financial year Based on the recommendation of the Audit Committee,
the Supervisory Board proposes that PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, be
appointed as auditor for the 2012/13 financial year and also for the
review of the half-year financial report for the first half of the
2012/13 financial year.

6. Cancellation of the authorised capital pursuant to article 4 (4)
of the TUI AG Charter; new authorisation of the Executive Board to
increase the share capital (authorised capital) with the option to
exclude the shareholders' subscription rights - for the purpose of
issuing shares to employees - (amendment of the Charter)

By resolution of the Annual General Meeting of 7 May 2008, agenda
item 7, the Executive Board was authorised to increase the share
capital of the Company, with the consent of the Supervisory Board, by
up to EUR10,000,000.00 by issuing new registered shares with the
option to exclude the hareholders' subscription rights for the
purpose of issuing shares to employees. This authorisation was partly
used; it is currently still available in an amount of
EUR8,314,654.13. In view of the fact that the authorisation ceases to
be effective this year, it is proposed to cancel the existing
authorized capital pursuant to article 4 (4) of the Charter and to
resolve on a new authorisation creating authorized capital.

In this context it is to be ensured that the cancellation of the
existing authorised capital pursuant to article 4 (4) of the Charter
will take effect only if this authorised capital is replaced by new
authorised capital created pursuant to the following resolution
proposal.

The Executive Board and the Supervisory Board recommend that the
following resolution be passed:

a) The authorisation of the Executive Board to increase the share
capital with the consent of the Supervisory Board pursuant to article
4 (4) of the TUI AG Charter by up to EUR8,314,654.13 (in words: eight
million three hundred and fourteen thousand six hundred and
fifty-four euros and thirteen cents) (issue of shares to employees)
is cancelled with effect as of the date of registration of the new
authorised capital to be resolved on pursuant to paragraphs b) and c)
below.

b) The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the share capital of the Company in
one or more stages until 12 February 2018 by up to EUR10,000,000.00
(in words: ten million euros) in total by issuing new registered
shares in return for contributions in cash (authorised capital) and
to take decisions on the content of the shares and the terms of share
issuance. The shareholders' sub11 scription rights may be excluded
with the consent of the Supervisory Board in order to be able to
issue the shares created from the authorised capital to employees of
the Company and its Group companies.

c) New authorised capital is created in the amount of
EUR10,000,000.00. For this purpose, article 4 (4) of the Charter is
amended to read as follows:

"The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the share capital of the Company in
one or more stages until 12 February 2018 by up to EUR10,000,000.00
(in words: ten million euros) in total by issuing new registered
shares in return for contributions in cash (authorised capital) and
to take decisions on the content of the shares and the terms of share
issuance. The shareholders' subscription rights may be excluded with
the consent of the Supervisory Board in order to be able to issue the
shares created from the authorised capital to employees of the
Company and its Group companies."

d) In order to ensure that the cancellation of the existing
authorized capital in the amount of EUR8,314,654.13 (in words: eight
million three hundred and fourteen thousand six hundred and
fifty-four euros and thirteen cents) will not take effect without
being replaced by the new authorised capital created pursuant to the
above resolution, the Executive Board is instructed to file for
registration of the cancellation of the existing authorized capital
in the amount of EUR8,314,654.13 (in words: eight million three
hundred and fourteen thousand six hundred and fifty-four euros and
thirteen cents) pursuant to article 4 (4) of the Charter with the
commercial register subject to the proviso that the cancellation be
registered only if the new authorized capital in the amount of
EUR10,000,000.00 (in words: ten million euros) is registered at the
same time.

7. Cancellation of the authorised capital pursuant to article 4 (5)
of the TUI AG Charter; new authorisation of the Executive Board to
increase the share capital (authorised capital) with the option to
exclude the shareholders' subscription rights inter alia pursuant to
sections 203 (2) and 186 (3) sentence 4 of the German Stock
Corporation Act (Aktiengesetz; AktG) (amendment of the Charter)

By resolution of the Annual General Meeting of 7 May 2008, agenda
item 8, the Executive Board was authorised to increase the share
capital of the Company, with the consent of the Supervisory Board, by
up to EUR64,000,000.00 (in words: sixty-four million euros) by
issuing new registered shares with the option to exclude the
shareholders' subscription rights pursuant to section 186 (3)
sentence 4 AktG. In view of the fact that this authorization expires
this year, it is proposed to cancel this authorised capital and to
replace it by a new authorisation in order to ensure that the
Executive Board will continue to have the necessary tools for raising
capital at its disposal and be able to adjust the Company's capital
resources in order to meet the commercial requirements also in the
future.

In this context it is to be ensured that the cancellation of the
existing authorised capital pursuant to article 4 (5) of the Charter
will take effect only if this authorised capital is replaced by new
authorised capital created pursuant to the following resolution
proposal.

The Executive Board and the Supervisory Board recommend that the
following resolution be passed:

a) The authorisation of the Executive Board to increase the share
capital with the consent of the Supervisory Board pursuant to article
4 (5) of the TUI AG Charter by up to EUR64,000,000.00 (in words:
sixty-four million euros) in total (authorised capital) is cancelled
with effect as of the date of registration of the new authorised
capital to be resolved on pursuant to paragraphs b) and c) below.

b) The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the share capital of the Company in
one or more stages until 12 February 2018 by up to EUR64,500,000.00
(in words: sixty-four million and five hundred thousand euros) in
total by issuing new registered shares in return for contributions in
cash (authorised capital). Shareholders are, in principle, entitled
to subscription rights. The shares may also be acquired by one or
more banks with the obligation that the shares be offered to
shareholders for subscription. The Executive board may, with the
consent of the Supervisory Board, exclude shareholders' subscription
rights if the issue amount of the new shares is not significantly
lower than the exchange price of previously issued shares with the
same terms. The number of new shares issued on the basis of this
authorisation, plus the shares issued or sold on the basis of an
authorisation to sell pursuant to sections 71 (1) no. 8 sentence 5
and 186 (3) sentence 4 AktG after the Annual General Meeting has
passed the resolution on this authorisation on 13 February 2013 (date
of resolution) until such time as the authorisation has been
exercised must not exceed the limit specified in section 186 (3)
sentence 4 AktG of 10% of the share capital existing on the date of
the resolution or (if lower) the share capital existing on the date
of issue of the new shares. Further, shares that are issued or are to
be issued on the basis of bonds with conversion rights or warrants or
conversion obligations issued in accordance with section 186 (3)
sentence 4 AktG after the date of resolution until such time as the
authorisation has been exercised must be taken into account when
calculating this limit.

The Executive Board may further, with the consent of the Supervisory
Board, exclude shareholders' subscription rights in respect of
fractional amounts. The Executive Board is authorised, with the
consent of the Supervisory Board, to stipulate the further details of
the capital increase and its implementation.

c) New authorised capital is created in the amount of
EUR64,500,000.00. For this purpose, article 4 (5) of the Charter is
amended to read as follows:

"The Executive Board is authorised, with the consent of the
Supervisory Board, to increase the share capital of the Company in
one or more stages until 12 February 2018 by up to EUR64,500,000.00
(in words: sixty-four million and five hundred thousand euros) in
total by issuing new registered shares in return for contributions in
cash (authorised capital). Shareholders are, in principle, entitled
to subscription rights. The shares may also be acquired by one or
more banks with the obligation that the shares be offered to
shareholders for subscription. The Executive Board may, with the
consent of the Supervisory Board, exclude shareholders' subscription
rights if the issue amount of the new shares is not significantly
lower than the exchange price for previously issued shares with the
same terms. The number of new shares issued on the basis of this
authorisation, plus the shares issued or sold on the basis of an
authorisation to sell pursuant to sections 71 (1) no. 8 sentence 5
and 186 (3) sentence 4 AktG after the Annual General Meeting has
passed the resolution on this authorisation on 13 February 2013 (date
of resolution) until such time as the authorisation has been
exercised must not exceed the limit specified in section 186 (3)
sentence 4 AktG of 10% of the share capital existing on the date of
the resolution or (if lower) the share capital existing on the date
of issue of the new shares. Further, shares that are issued or are to
be issued on the basis of bonds with conversion rights or warrants or
conversion obligations issued in accordance with section 186 (3)
sentence 4 AktG after the date of resolution until such time as the
authorisation has been exercised must be taken into account when
calculating this limit. The Executive Board may further, with the
consent of the Supervisory Board, exclude shareholders' subscription
rights in respect of fractional amounts. The Executive Board is
authorised, with the consent of the Supervisory Board, to stipulate
the further details of the capital increase and its implementation."

d) In order to ensure that the cancellation of the existing
authorized capital in the amount of EUR64,000,000.00 (in words:
sixtyfour million euros) will not take effect without being replaced
by the new authorised capital created pursuant to the above
resolution, the Executive Board is instructed to file for
registration of the cancellation of the existing authorised capital
in the amount of EUR64,000,000 (in words: sixty-four million euros)
pursuant to article 4 (5) of the Charter with the commercial register
subject to the proviso that the cancellation be registered only if
the new authorised capital in the amount of EUR64,500,000.00 (in
words: sixty-four million and five hundred thousand euros) is
registered at the same time.

8. Resolution on the new authorisation to acquire and use treasury
shares in accordance with section 71 (1) no. 8 AktG with potential
exclusion of subscription rights and rights to tender shares and the
possibility to redeem treasury shares while reducing share capital

In order to acquire treasury shares, the Company requires a special
authorisation by the Annual General Meeting, insofar as such
acquisition is not expressly permitted by law. Since the
authorisation granted by the Annual General Meeting on 9 February
2011 lapsed on 8 August 2012, it should be proposed to the Annual
General Meeting that it once again grant the Company an authorisation
to acquire treasury shares. The new authorisation to acquire and use
treasury shares should also authorise the Executive Board to use
treasury shares subject to an exclusion of shareholders' subscription
rights.

The Executive Board and the Supervisory Board therefore recommend
that the following resolution be passed:

a) The Executive Board is authorised to acquire treasury shares up to
a maximum of 10% of the share capital existing at the time of this
resolution. The shares acquired, together with other treasury shares
held by the Company or attributable to the Company in accordance with
sections 71 a ff. AktG, must at no time exceed 10% of the share
capital. In addition, the requirements of section 71 (2) sentences 2
and 3 AktG must be complied with. The authorisation must not be used
for the purpose of trading in treasury shares.

b) The authorisation may be used in whole or in part, once or several
times, and in pursuit of one or several objectives. The acquisition
may 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. The
authorisation remains valid up to 12 August 2014. The acquisition
will be effected, depending on the preference of the Executive Board,
either on the stock exchange or by means of a public offer to buy or
a public call to shareholders to submit an offer to sell (together
'public acquisition offer').

- If the shares are acquired on the stock exchange, the price per
share paid by the Company (not including incidental acquisition
costs) must not be more than 10% above or below the exchange price
determined during the opening auction in the Xetra trading system (or
a comparable successor system) at the Frankfurt Stock Exchange on the
respective stock exchange trading day.

- If the shares are acquired by means of a public acquisition offer,
the offer price per share paid by the Company (not including
incidental acquisition costs) must not be more than 10% above or
below the price for the Company's shares determined during the
closing auction in the Xetra trading system (or a comparable
successor system) at the Frankfurt Stock Exchange on the last stock
exchange trading day before the publication of the acquisition offer.
If, following the announcement of a public offer to buy or a public
call to shareholders to submit an offer to sell, there are
significant variations in the relevant price, the offer or the call
to submit an offer to sell may be adjusted. In this case, the average
price during the three stock market trading days prior to the public
announcement of any such adjustment will be used. If the total number
of shares tendered in response to a public acquisition offer exceeds
the volume of the latter, the acquisition may be effected in
accordance with the ratio of shares tendered (tender ratio); in
addition, preference may be given to accepting small quantities (up
to 50 shares per shareholder)and rounding in accordance with common
business practice allowed in order to avoid fractions of shares. Any
further-reaching tender right on the part of shareholders is excluded
in this context.

c) Company shares that have been acquired on the basis of this
authorisation may be sold over the stock exchange or by offering them
to shareholders in accordance with the principle of equal treatment.
Furthermore, the Executive Board is authorised to use Company shares
that have been acquired on the basis of this authorisation for the
following purposes instead:

- The shares may be redeemed, with the consent of the Supervisory
Board, without such redemption or the execution of such redemption
requiring any further resolution by the General Meeting. They may
also be redeemed without a capital reduction by adjusting the
calculated pro rata amount of the Company's share capital represented
by the remaining shares. The redemption may be restricted to only a
portion of the shares acquired. If redemption takes place without a
capital reduction, the Executive Board is authorised to modify the
number of the shares in the Charter accordingly.

- The shares may, with the consent of the Supervisory Board, also be
sold by means other than a sale on the stock exchange or an offer to
shareholders provided that the shares are sold for cash at a price
that is not significantly below the exchange price (at the time of
the sale) of shares of the Company that are subject to the same
terms. In this case, the total number of shares to be sold is limited
to 10% of the share capital existing at the time the resolution
concerning this authorisation is passed or - if lower - at the time
the authorisation is exercised. The above authorisation volume of 10%
of the share capital is reduced by the portion of the share capital
attributable to shares or relating to bonds carrying warrant and/or
conversion rights or obligations that were issued or sold after 13
February 2013 subject to an exclusion of subscription rights in
accordance with section 186 (3) sentence 4 AktG applied directly,
analogously or mutatis mutandis.

- The shares may, with the consent of the Supervisory Board, also be
sold against contributions in kind, in particular in connection with
the acquisition of companies, parts of companies, interests in
companies or other assets (including receivables), and within the
context of mergers.

- The shares may also be used in connection with the exercise of
warrant or conversion rights or for the purpose of fulfilling warrant
or conversion obligations under convertible bonds, bonds with
warrants, profit-sharing rights and/or income bonds (or combinations
of these instruments) issued by the Company or by Group companies and
carrying warrant or conversion rights or obligations.

d) The authorisation under c) bullet points 2 to 4 also relates to
the use of Company shares acquired on the basis of section 71d
sentence 5 AktG.

e) The authorisations under c) may be exercised once or several
times, in full or in part, and individually or together, and the
authorisations under c) 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 theiraccount or for
the account of the Company.

f) The subscription rights of shareholders to treasury shares are
excluded insofar as these shares are used in accordance with the
above-mentioned authorisations under c) bullet points 2 to 4. In the
event that the treasury shares are sold by means of an offer to the
shareholders, the Executive Board will be authorised, with the
consent of the Supervisory Board, to exclude the subscription rights
of shareholders for fractional amounts. However, the total portion of
the share capital attributable to treasury shares for which
subscription rights have been excluded under this authorisation or
through the exercise of the authorisations under c) bullet points 2
to 4 must not - together with the portion of share capital
attributable to treasury shares or new shares from authorised capital
or relating to warrant or conversion rights or obligations from bonds
that were sold or issued after 13 February 2013 subject to an
exclusion of subscription rights - exceed 10% of the share capital.
This threshold is to be calculated on the basis of the amount of
share capital existing at the time the authorisation takes effect or
at the time the treasury shares are sold, whichever is lower.
Subscription rights will also be deemed excluded if the sale or issue
is effected by applying section 186 (3) sentence 4 AktG directly,
analogously or mutatis mutandis.

9. Adjustment of the Supervisory Board remuneration as of the
beginning of the 2012/13 financial year (amendment of the Charter)

The remuneration of the TUI AG Supervisory Board was last changed
during the financial year 2006.

The Supervisory Board asked Hostettler Kramarsch & Partner (hkp) in
their capacity as independent advisors specialised in remuneration
issues to review the appropriateness of the remuneration of the TUI
AG Supervisory Board and to make a proposal for adjusting the
remuneration as regards its amount and structure. The result of the
review and the proposal for an adjustment of the remuneration were
discussed in detail by the Supervisory Board and the Executive Board.

The changes recommended by the Supervisory Board and the Executive
Board relate to - an adjustment of the annual fixed remuneration from
EUR40,000.00 to EUR50,000.00, - the substitution of the short-term
variable remuneration by the remuneration reflecting the long-term
success of the Company; the cap of EUR50,000.00 for the long-term
remuneration remains in place, - the determination of an equal
additional remuneration for members of the Executive Committee and
the Audit Committee in the amount of EUR40,000.00 in lieu of the
previously payable EUR20,000.00, - the cancellation of the lump-sum
reimbursement of expenses, and - the introduction of an attendance
fee of EUR1,000.00 for every meeting.

The new remuneration system is scheduled to take effect as of the
beginning of the 2012/13 financial year. The long-term remuneration
claims under the currently still valid remuneration system will be
determined as of 30 September 2012 and paid after this Annual General
Meeting.

The proposal takes into account the recommendations of the German
Corporate Governance Code (Corporate Governance Kodex) as amended on
15 May 2012.

The Management Board and the Supervisory Board therefore propose to
restate article 18 of the Charter as follows:

"Article 18 (1) Apart from reimbursement of their expenses, which
also include the turnover tax due on their emoluments, the members of
the Supervisory Board shall each receive: (a) fixed remuneration
payable at the end of the fiscal year totalling EUR50,000.00; and

(b) a variable remuneration reflecting the long-term success of the
Company (long-term variable remuneration) of EUR400.00 per EUR0.01 of
the average undiluted results per share (profit per share) as
reported in the Group financial statements for each of the last three
fiscal years ended;

Should a member step down from the Supervisory Board before the end
of the three-year reference period, the determination of the average
profit per share shall end with the fiscal year in which the member
steps down.

The amount payable shall not exceed a cap of EUR50.000,00.

(c) the remuneration pursuant to subparagraph 1 (b) shall be payable
after conclusion of the Annual General Meeting responsible for
ratifying the actions of the Supervisory Board for the preceding
fiscal year.

(2) The chairman of the Supervisory Board shall receive three times,
and his/her deputy one-and-a-half times the remuneration as specified
in subparagraphs 1 (a) and (b).

(3) In addition to their remuneration pursuant to subparagraphs 1 (a)
and (b) and paragraph 2 members of the executive committee and the
audit committee shall receive an additional amount of EUR40,000.00
payable pursuant to subparagraph 1 (c), and the chairman of the audit
committee shall receive three times this remuneration.

The members of the nomination committee shall receive no additional
remuneration for their services.

(4) In all cases the remuneration relates to a full fiscal year. For
parts of a fiscal year or short fiscal years, the remuneration shall
be paid pro rata temporis. In the case of short fiscal years the
correct ratio shall be ensured by determining suitable adapted
values.

(5) Members of the Supervisory Board, of the executive committee, the
nomination committee and the audit committee shall receive an
attendance fee for attending meetings of EUR1,000.00 per meeting.

(6) The members of the Supervisory Board shall be included in a D&O
insurance, if any, taken out by the Company in a reasonable amount in
the interest of the Company covering the members of the Boards and
certain managers. The premium shall be paid by the Company."

10. Election of a Supervisory Board member for the remaining term of
office

Former Supervisory Board member Mr Roberto López Abad resigned his
seat effective as of the close of the Annual General Meeting of 15
February 2012. On 26 March 2012, Ms Angelika Gifford was appointed as
Supervisory Board member by the Local Court (Amtsgericht) of Hanover
at the request of the Executive Board. In keeping with the German
Corporate Governance Code the Supervisory Board requests that the
appointment of Ms Gifford be confirmed by election at the Annual
General Meeting for the remaining term of the Supervisory Board
ending at the close of the 2016 Annual General Meeting. The
Supervisory Board believes that the election of Ms Gifford as an
independent and female nominee with ample professional experience in
the field of information technology, which is of great importance to
the Company, contributes to an optimal staffing of the board.

In accordance with article 11 of the TUI AG Charter in conjunction
with section 96 (1) and section 101 (1) AktG and section 7 (1) of the
Mitbestimmungsgesetz (German Co-determination Act ), the Supervisory
Board is comprised of eight shareholder representatives and eight
employee representatives. The Supervisory Board members representing
the shareholders are to be elected by the Annual General Meeting.
When electing the shareholder representatives, the Annual General
Meeting is not bound to elect one of the nominees.

The Supervisory Board proposes electing Ms Angelika Gifford, Senior
Director of Microsoft Deutschland GmbH, Kranzberg, to the Supervisory
Board as shareholder representative for the period ending at the
close of the 2016 Annual General Meeting, which ratifies the actions
of the Supervisory Board for the 2014/15 financial year.

Information on agenda item 10 pursuant to section 125 (1) sentence 3
AktG:

Ms Angelika Gifford is not a member of other Supervisory Boards
required by law or comparable supervisory bodies of commercial
enterprises in Germany and abroad.

Report of the Executive Board to the Annual General Meeting on the
exclusion of subscription rights pursuant to sections 186 (4)
sentence 2, 203 (2) sentence 2 and 71 (1) no. 8 sentence 5 AktG, as
provided for in agenda items 7 and 8.

The Executive Board reports in detail on the relationship between the
existing authorisation to exclude subscription rights pursuant to
sections 186 (3) sentence 4 AktG and pursuant to article 4 (5) of the
TUI AG Charter and the new authorisations proposed in agenda item 7
(authorised capital) and agenda item 8 (acquisition and use of
treasury shares) as follows:

The authorisations proposed in agenda items 7 and 8 inter alia
provide for an option to increase the share capital of TUI AG or to
sell acquired treasury in accordance with the provisions of section
186 (3) sentence 4 AktG and to exclude the shareholders' subscription
rights in this context, provided that the relevant statutory limit of
10% of the share capital in total is not exceeded.

The Executive Board will, with the consent of the Supervisory Board,
exercise any such authorisation based on an application of section
186 (3) sentence 4 AktG only in such a manner as to ensure that,
overall, the limit specified in section 186 (3) sentence 4 AktG of
10% of the share capital existing at the time the resolutions
regarding the authorisations are adopted by the General Meeting is
not exceeded at any time during the term of the respective
authorisation until such time as it is exercised. If the share
capital at the time the respective authorisation is exercised is less
than that at the time the resolutions were adopted, the lower share
capital amount will apply.

Irrespective of whether the authorisations providing for an option to
exclude subscription rights are exercised separately or cumulatively,
the limit of 10% of the share capital stipulated for an exclusion of
subscription rights pursuant to section 186 (3) sentence 4 AktG must
not be exceeded in aggregate. The sole purpose of the existing and
proposed authorisations offering the option to exclude subscription
rights pursuant to section 186 (3) sentence 4 AktG is to provide the
Executive Board with the possibility to use the instrument that is
most suitable in a specific situation - taking into consideration the
interests of the shareholders and the Company - but not to make
multiple use of the various possibilities for a simplified exclusion
of subscription rights provided in the proposed authorisations,
thereby excluding the shareholders' subscription rights above and
beyond the limit of 10% of the share capital specified in section 186
(3) sentence 4 AktG.

Re. agenda item 7 (authorised capital in the amount of
EUR64,500,000.00)

The authorisation to increase the share capital pursuant to the
resolution of the Annual General Meeting of 7 May 2008, agenda item
8, by EUR64,000,000.00 will expire on 6 May 2013. In order to ensure
that the Company will be able also in the future to adjust its
capital resources flexibly to reflect any requirements that may
arise, the Executive Board is to be authorised, for a period of five
years, to increase the share capital of the Company by up to
EUR64,500,000.00 with the consent of the Supervisory Board.

When making use of this authorised capital, there is to be an option
to exclude the shareholders' subscription rights with the consent of
the Supervisory Board if, in the case of capital increases against
contributions in cash, the new shares are issued in accordance with
section 186 (3) sentence 4 AktG at a price that is not significantly
below the exchange price. This authorisation will enable the Company
to quickly and flexibly exploit market opportunities arising in its
various business areas and to raise the required capital at very
short notice, if necessary. In this context, the exclusion of the
shareholders' subscription rights will not only allow the Company to
act more quickly but also to place the shares at a price that is
close to market, i.e. without the discount that is generally
necessary in rights issues. This will result in higher issue proceeds
and will thus be to the benefit of the Company. When exercising the
authorisation, the Executive Board will determine a discount that is
as low as possible in view of the market conditions prevailing at the
time of placement. The discount from the exchange price at the time
this authorised capital is utilised will, however, in no event be
more than 5% of the exchange price prevailing at the time.

The shares issued subject to an exclusion of shareholders'
subscription rights pursuant to section 186 (3) sentence 4 AktG must
not exceed 10% of the share capital either at the time the resolution
on this authorisation is passed or at the time it is exercised. If,
at the time the authorisation is exercised, the share capital is
lower than on 13 February 2013, the lower amount applies. When
calculating this limit, all treasury shares sold subject to an
exclusion of shareholders' subscription rights pursuant to section
186 (3) sentence 4 AktG after 13 February 2013 and up to the time the
authorisation is exercised must be included. Moreover, those shares
must be included in the calculation of the limit that are issued or
are to be issued in order to perform obligations under bonds with
conversion rights or warrants or a conversion obligation, provided
that the bonds were issued after 13 February 2013 and up to the time
the authorisation is exercised subject to an exclusion of
subscription rights by applying section 186 (3) sentence 4 AktG
analogously.

In line with the statutory provisions, this requirement ensures that
the shareholders' need for protection against dilution of their
shareholdings is adequately accounted for. As the volume of the
capital increase in respect of which the shareholders' subscription
rights are excluded is limited, each shareholder generally has the
option to purchase the shares required in order to maintain his
percentage stake at nearly equivalent terms on the stock market. It
is thus ensured that the financial interests as well as the interests
relating to voting rights will be adequately protected, in compliance
with the statutory assessment set out in section 186 (3) sentence 4
AktG, in connection with a utilisation of this authorised capital
subject to an exclusion of shareholders' subscription rights, while
new scope for action is opened up for the Company, which is in the
interests of all shareholders.

The option to have the Executive Board exclude shareholders'
subscription rights, with the consent of the Supervisory Board, in
respect of fractional amounts will facilitate the handling of a
rights issue if fractional amounts result from the issue volume or
from ensuring a practicable subscription ratio.

Re. agenda item 8 (authorisation to acquire and use treasury shares)

The proposal in agenda item 8 concerns an authorisation, restricted
to a period of 18 months, to acquire treasury shares in accordance
with section 71 (1) no. 8 AktG representing up to 10% of the share
capital.

In the Annual General Meeting on 9 February 2011, TUI AG passed an
authorisation resolution for the acquisition of treasury shares that
was limited to a term ending on 8 August 2012.

Under the new authorisation, the Company, in addition to being able
to acquire treasury shares on the stock exchange, should also be able
to acquire treasury shares by means of a public offer to buy or a
public call to submit an offer to sell. The principle of equal
treatment, as specified in German stock corporation law, must be
observed regardless of the way in which the acquisition is effected.
In the case of a public offer to buy or a public call to submit an
offer to sell, shareholders can decide how many shares they would
like to offer to the Company and - where a price range is specified -
at what price. In the event that the volume offered at the specified
price exceeds the number of shares the Company wishes to acquire, it
is to be possible for the acquisition to be effected in accordance
with the ratio of shares tendered (tender ratio). Only where an
acquisition is made according to tender ratios rather than
participation ratios will it be possible to handle the acquisition
process effectively in technical terms. It should also be possible
for preference to be given to accepting small offers or small parts
of offers up to a maximum of 50 shares per shareholder. This makes it
possible to avoid small, generally uneconomical residual amounts,
thereby preventing the risk of small shareholders being put at a de
facto disadvantage. It also serves to simplify the technical handling
of the acquisition process. It should be possible, in all cases, to
permit rounding in accordance with common business practice in order
to avoid fractions of shares. This also serves to simplify the
technical handling in that it allows to ensure that only whole shares
are acquired. In all of these cases, the exclusion of any
further-reaching tender rights of the shareholders is necessary, and
is considered by the Executive Board and the Supervisory Board to be
justified and appropriate vis-à-vis the shareholders. The purchase
price or the upper and lower limits of the purchase price range
offered for each share (not including incidental acquisition costs)
must not be more than 10% above or below the price for the Company's
shares determined during the closing auction in the Xetra trading
system (or a comparable successor system) at the Frankfurt Stock
Exchange on the last trading day before the publication of the
acquisition offer. If, following the announcement of a public offer
to buy or a public call to submit an offer to sell, there are
significant variations in the relevant price, the offer or the call
to submit an offer to sell may be adjusted. In this case, the average
price during the three stock market trading days prior to the public
announcement of any such adjustment will be used.

The authorisation may be used in whole or in part, once or several
times, and in pursuit of one or several objectives. The acquisition
may 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. The treasury
shares acquired may be sold on 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 treasury shares on the
stock exchange - as well as the acquisition of shares on the stock
exchange - complies with the principle of equal treatment as defined
in section 53a AktG. However, the acquired treasury shares may also
be sold by way of an offer to shareholders in compliance with the
principle of equal treatment. Furthermore, the Executive Board is
authorised to sell the acquired treasury shares in another way or to
redeem them. In detail:

The proposed resolution authorises the Executive Board to sell the
acquired treasury shares, subject to the consent of the Supervisory
Board, for cash by means other than a sale on the stock exchange or
an offer to shareholders. For this to take place, the shares must be
sold at a price that is not significantly below the exchange price
(at the time of the sale) of shares of the Company that are subject
to the same terms. This authorisation makes use of the possibility
for a simplified exclusion of subscription rights permitted under
section 71 (1) no. 8 sentence 5 AktG and section 186 (3) sentence 4
AktG, applied analogously. The need to protect shareholders against
dilution is accounted for by the fact that the shares may only be
sold at a price that is not significantly below the relevant exchange
price. The sales price for the treasury shares will be finally
determined shortly before the sale takes place. The Executive Board
will set any discount from the exchange price as low as possible,
taking into account the market conditions at the time of placement.
The discount from the exchange price at the time this authorisation
is exercised is not expected to be more than 3% and will definitely
not be more than 5% of the current exchange price. The authorisation
is valid provided that the shares sold subject to an exclusion of
subscription rights pursuant to section 186 (3) sentence 4 AktG in
aggregate do not 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 at the time the
authorisation is exercised is less than on 13 February 2013, the
lower share capital amount shall apply. This authorisation should
only be exercised such that the limit of 10% of the share capital
specified in section 186 (3) sentence 4 AktG is not exceeded in
aggregate, i.e. including any exercise of other authorisations to
exclude subscription rights in accordance with section 186 (3)
sentence 4 AktG. Shareholders generally have the possibility to
maintain their stake by purchasing TUI shares on the stock exchange.
This option to exclude subscription rights helps the Company to
secure the best possible price when selling treasury shares. It
enables the Company to take advantage of any opportunities offered by
the relevant stock exchange conditions quickly, flexibly and
cost-effectively. The sale proceeds that can be achieved by setting a
near-market price generally result in a substantially higher cash
inflow per share sold than in the case of a share placement with
subscription rights. Furthermore, by forgoing the lengthy and
expensive subscription rights process, capital requirements can be
met quickly by utilising market opportunities that arise in the short
term. Although section 186 (2) sentence 2 AktG allows the purchase
price to be published three days before the expiry of the
subscription period at the latest, the volatility of the stock
markets means that a market risk - namely a price-change risk -
nonetheless exists for a period of several days, resulting in the
possibility of haircuts during the determination of the sales price,
and thus in terms that are not near-market. In addition, if
subscription rights are granted, the Company is unable to react
quickly to favourable market conditions owing to the length of the
subscription period. Although the above purpose is also served by the
authorised capital pursuant to article 4 (5) of the Company's
Charter, the Company should also be given the option, in suitable
cases, to achieve this purpose after a repurchase of treasury shares
even without increasing its capital, which is a time-consuming and
often expensive process owing to the commercial register entry
requirement.

Treasury shares may, with the consent of the Supervisory Board, also
be sold against contributions in kind subject to an exclusion of
shareholders' subscription rights. The proposed authorisation is to
place the Company in a position to offer treasury shares directly or
indirectly as consideration in connection with mergers or
acquisitions of companies, parts of companies, interests in companies
or other assets (e.g. hotels, ships or aircraft, or receivables). As
the Company is exposed to 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 to improve its competitive position by merging with other
companies or by acquiring companies, parts of companies, interests in
companies or other assets. In the individual case, the ideal way to
implement this possibility may be to carry out a merger or
acquisition in such a way that shares in the acquiring company are
granted. Practical experience also shows that, on both national and
international markets, shares in the acquiring company are often
demanded in return for attractive acquisition targets. In addition,
it can be more advantageous to deliver treasury shares than to sell
these shares in order to generate the funds required for an
acquisition, as selling shares can have the effect of pushing down
prices. The authorisation proposed here is to create the necessary
leeway permitting the Company to quickly and flexibly take advantage
of opportunities in terms of mergers or acquisitions of companies,
parts of companies, interests in companies or other assets that may
arise on both national and international markets. For this to be
possible, the proposed exclusion of subscription rights is essential.
By contrast, if subscription rights are granted, it is not possible
to deliver treasury shares as consideration for a merger with other
companies or for the acquisition of companies, parts of companies or
interests in companies so that the Company would have to forgo the
related benefits. Although the above purposes are also served by the
existing authorised capital pursuant to article 4 (5) of the
Company's Charter, the Company is also to be given the option to
achieve these purposes in suitable cases after a repurchase of
treasury shares even without increasing its capital, which is a
time-consuming and often expensive process owing to the commercial
register entry requirement. At present, there are no specific plans
to exercise this authorisation. Should possibilities to merge with
other companies or to acquire companies, parts of companies,
interests in companies or other assets arise, the Executive Board
will examine carefully whether or not to make use of the option to
grant treasury shares. The Executive Board will only do this if it
firmly believes that the delivery of TUI shares as consideration for
an acquisition is in the interest of the Company. In defining the
valuation ratios, the Executive Board will ensure that the interests
of the shareholders are suitably accommodated. When assessing the
value of the shares granted as compensation, the Executive Board will
base its decision-making on the exchange price of the TUI share. A
formal link to an exchange price is not intended, largely in order to
prevent the results of negotiations being put in question by
variations in the exchange price. The Executive Board will report on
the details of the exercise of this authorisation at the General
Meeting following any merger or acquisition in return for which TUI
AG shares were delivered.

The authorisation furthermore allows that treasury shares be used
subject to an exclusion of shareholders' subscription rights in order
to fulfil conversion or subscription rights of holders of convertible
bonds, bonds with warrants, profit-sharing rights and/or income bonds
(or combinations of these instruments) issued by the Company or other
Group companies and carrying warrant or conversion rights or
obligations. It can make sense to use treasury shares instead of new
shares from a capital increase, either solely or partially, in order
to fulfil conversion rights because this is a suitable means of
countering a dilution of shareholders' capital holdings and voting
rights, which can occur to a certain extent if these rights are
fulfilled by delivering newly created shares.

The above utilisation options may be used not only in respect of
shares that were acquired on the basis of this authorisation
resolution. Rather, the authorisation also covers shares acquired
pursuant to section 71d sentence 5 AktG. Using these treasury shares
in the same way as the shares acquired on the basis of the
authorisation resolution is advantageous and can create additional
flexibility. Furthermore, it is intended that the aforementioned
utilisation options should be available not only to the Company
itself but also to dependent companies or companies that are
majority-owned by the Company, or to third parties acting for their
account or for the account of the Company.

According to the proposal, the treasury shares acquired on the basis
of this authorisation resolution may also be redeemed by the Company,
with the consent of the Supervisory Board, without a new resolution
by the General Meeting being required. According to section 237 (3)
no. 3 AktG, the Company's General Meeting may decide to redeem its
fully paid-in shares without a reduction in the Company's share
capital being required. In addition to a redemption of shares with a
capital reduction, the proposed authorisation expressly provides for
this alternative, although this too is intended to no longer require
a new resolution by the General Meeting. If treasury shares are
redeemed without a capital reduction, the calculated pro-rata share
in the Company's share capital represented by the remaining
registered shares automatically increases. The Executive Board
therefore is also to be authorised to make the necessary amendment to
the Charter with regard to the change in the number of shares that
will result from any redemption.

Finally, the Executive Board is to be authorised, with the consent of
the Supervisory Board, to exclude the subscription rights of
shareholders for fractional amounts if the treasury shares are sold
by offering them to shareholders. The exclusion of subscription
rights for fractional amounts serves to achieve a technically
feasible subscription ratio. The shares that are excluded from the
shareholders' subscription rights as unallotted fractions will be
utilised on the best possible terms for the Company by selling them
on the stock exchange or in another way. Due to the restriction to
fractional amounts, the possible dilutive effect will be small.

Having given due consideration to all the above factors, the
Executive Board and the Supervisory Board consider it justified and
appropriate vis-à-vis the shareholders to exclude the subscription
rights in those cases for the stated reasons, also taking into
account the possible dilutive effects suffered by shareholders.

If this authorisation is exercised, the Executive Board will
notifythe next General Meeting accordingly.

Report of the Executive Board to the Annual General Meeting on the
exclusion of shareholders' subscription rights pursuant to sections
203 (2) sentence 2 and 186 (4) sentence 2 AktG as proposed in agenda
item 6

The authorised capital limited to EUR10,000,000.00 is intended to
permit the Executive Board to issue shares up to the stated amount to
employees of the Company and its group companies on one or more
occasions during a period ending on 12 February 2018. For this
purpose, the shareholders' subscription rights must be excluded. This
exclusion of shareholders' subscription rights requires the consent
of the Supervisory Board of the Company.

Participation in the Annual General Meeting
Registration

Pursuant to article 21 of the Charter, all shareholders of the
Company who are entered in the Company's share register on the day of
the Annual General Meeting and in respect of whose shareholdings the
shareholders themselves or their proxies have registered for
attendance by the end of the registration period (midnight on 6
February 2013) are entitled to participate and vote in the Annual
General Meeting. Pursuant to article 21 (2) of the Charter, no
entries will be made in the share register on the day of the Annual
General Meeting and in the six days prior to it. We will write to all
shareholders who are entered in the share register on or before 29
January 2013 and such shareholders may then register in the following
ways:

In writing to the following postal address:
TUI AG Aktionärsservice
AGM 2013
Postfach 1460
61365 Friedrichsdorf
Germany

By fax to:
+49 (0) 69 22 22 34 29 4

Electronically via the following internet address (from 22 January
2013) www.tui-group.com/en/ir via the link ‚AGM'

Shareholders of TUI AG will again have the opportunity this year to
register themselves or a proxy and to order admission tickets for the
Annual General Meeting or give authorisation and instructions to
Company-appointed proxies electronically via the internet. This
sevice will be available from 22 January 2013 at www.tui-group.com/
en/ir via the link 'AGM'. The shareholder number and individual
access number required for access to the personal internet service
are printed on the reverse of the aforementioned letter from us.
Shareholders whose registration has been received by the Company by
midnight on 6 February 2013 may give authorisation and instructions
to Company-appointed proxies, change previously issued instructions
or revoke an authorisation using the addresses set out above until
midnight on 12 February 2013. This also applies to authorisations and
instructions that were given to Companyappointed proxies before 6
February 2013. Admission tickets must have been ordered by midnight
on 6 February 2013 at the latest. Shareholders who have not been
entered in the share register by 29 January 2013, and not by 6
February 2013 at the latest, can only order admission tickets in
writing or by fax from the postal address or fax number listed above
(such orders must be received by midnight on 6 February 2013 at the
latest).

Advice on voting by proxy Shareholders who are registered in the
share register and have registered for the Annual General Meeting in
time have the option to have their voting right exercised by a credit
institution, a shareholder association, the proxies appointed by the
Company or another proxy of their choice at the Annual General
Meeting. The proxy authorisation must be granted or revoked and proof
of authorisation to be provided to the Company must be provided in
text form. Authorisation forms can be found in the personal
invitation and at www. tui-group.com/en/ir via the link 'AGM'. If
shareholders' proxies are required to prove their authorisation to
the Company, i.e. if they do not fall under the exception that
applies to credit institutions, commercial agents and shareholder
associations pursuant to section 135 AktG, the proof of a proxy's
appointment may also be provided by sending an e-mail to
tui.hv@rsgmbh.com. As well as a copy of the authorisation itself or
the confirmation that the authorisation has been granted, the e-mail
must at least include the shareholder's name, date of birth and
address, the number of shares being represented and the proxy's name
and place of residence. The special rules contained in section 135
AktG apply to the authorisation of and exercise of voting rights by
credit institutions, shareholder associations and equivalent persons
or entities. The following special provisions apply to the
authorisation of proxies appointed by the Company.

Shareholders of TUI AG have the opportunity to have their voting
rights represented at the Annual General Meeting by employees of the
Company who are bound to comply with their instructions. Shareholders
can grant authorisation and issue instructions to the
Company-appointed proxies in writing using the response form included
in the personal invitation, or alternatively by fax or via the
internet using the above addresses/fax number.

The proxies are obliged to vote in accordance with the instructions
issued. If no instructions have been issued the authorisation is void
and the voting right will not be exercised. If instructions are not
clear, the proxies will abstain from voting on the corresponding
agenda items. This always applies in the case of unforeseen motions.

On receipt of a personal invitation the shareholders receive the
corresponding form for granting authorisation and issuing
instructions.

Advice on counter-motions and nominations pursuant to sections 126
and 127 AktG

Counter-motions relating to proposals made by the Executive Board and
the Supervisory Board on a particular agenda item and proposals for a
possible election of Supervisory Board members and the appointment of
the auditor may be addressed to: TUI AG Vorstandsbüro
Karl-Wiechert-Allee 4 30625 Hanover Germany Fax: +49 (0)511 566-1996
Email: gegenantraege.hv@tui.com

Any motions and nominations sent to other addresses will not be
published pursuant to sections 126 and 127 AktG. All motions that are
received from shareholders by midnight on Tuesday, 29 January 2013 at
the latest and that require publication will be published, together
with the relevant shareholder's name, the grounds cited (only
required in the case of counter-motions) and any statement made by
the management, at www.tui-group.com/en/ir via the link 'AGM'.

Advice on supplementary motions pursuant to section 122 (2) AktG

Shareholders whose combined stakes represent a total pro rata amount
of EUR500,000 of the Company's share capital may request, analogous
to section 122 (1) AktG, that items are included in the agenda and
published. Each new item must be accompanied by the pertinent grounds
or a resolution proposal. The request for an addition to the agenda
must have been received in writing by the Company by midnight on
Sunday, 13 January 2013 at the latest.

The applicants must prove that they have held the relevant shares for
at least three months prior to the date on which the request was
received by the Company and that they will continue to hold these
shares until a decision on the request for an addition to the agenda
has been taken. If the request is denied, applicants may have
recourse to the courts pursuant to section 122 (3) AktG.

Advice on the shareholder's right to information Pursuant to section
131 AktG, any shareholder must, on request, be given information by
the Executive Board on the Company's affairs at the Annual General
Meeting, provided such information is necessary in order to make an
informed judgement on an agenda item. This right to information also
extends to TUI AG's legal and commercial relations with affiliated
companies, as well as the situation of the group as a whole and the
companies included in the consolidated financial statements. Pursuant
to article 22 (2) sentence 2 of the Company's Charter, the chairman
may apply reasonable time limits to the question and answer rights of
shareholders at the Annual General Meeting. The