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

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Invitation

We hereby invite our shareholders to the 2012 Annual General Meeting
on Wednesday 15 February 2012 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 251,863,320 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 G9B 3 TUA G9B
DE 000 TUA G0B 2 TUA G0B

Voting shares:

ISIN Code WKN
DE 000 TUA G17 4 TUA G17

Agenda for the Annual General Meeting of TUI AG on 15 February 2012

1. Presentation of the approved annual financial statements for the
2010/11 financial year as at 30 September 2011, 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 2010/11 financial year from 1 October 2010 to 30 September
2011 The net profit for the year is EUR185,956,738.19. After
deduction of the EUR92,440,492.12 that was transferred to other
revenue reserves and taking account of the retained earnings brought
forward of EUR13,625,345.46, the resulting net profit is
EUR107,141,591.53. The Executive Board and the Supervisory Board
propose carrying forward the reported net profit to new account.

3. Resolution on the ratification of the actions of the Executive
Board for the 2010/11 financial year from 1 October 2010 to 30
September 2011 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 2010/11 financial year from 1 October 2010 to 30
September 2011 The Executive Board and the Supervisory Board
recommend that the actions be ratified.

5. Resolution on the appointment of the auditor for the 2011/12
financial year from 1 October 2011 to 30 September 2012 Based on the
recommendation of the Audit Committee, the Supervisory Board proposes
that PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Hanover, be appointed as auditor for
the 2011/12 financial year from 1 October 2011 to 30 September 2012
and also for the review of the halfyear financial report for the
first half of the 2011/12 financial year.

6. New authorisation to issue convertible bonds, bonds with warrants,
profit-sharing rights or income bonds (or combinations thereof) with
the possibility of excluding subscription rights pursuant to section
221 (4) and section 186 (3) sentence 4 of the German Stock
Corporation Act (Aktiengesetz, AktG) and creation of new conditional
capital while cancelling the conditional capital existing under
article 4 (7) of the TUI AG Charter (amendment to the Charter)

Under agenda item 10 of the Annual General Meeting on 10 May 2006,
the Executive Board was authorised, subject to the consent of the
Supervisory Board, to issue convertible bonds, bonds with warrants,
profit-sharing rights or income bonds (or combinations thereof)
(hereinafter collectively referred to as "bonds"). The Executive
Board exercised this power, with the consent of the Supervisory Board
in 2007, issuing a convertible bond in a nominal amount of
EUR694,000,000.00. This convertible bond has now been repaid in full,
and the conditional capital of up to EUR100,000,000.00 created for
this purpose pursuant to article 4 (7) of the Charter is no longer
required. Moreover, the authorisation granted to the Executive Board
on 10 May 2006 to issue bonds expired on 9 May 2011. The Executive
Board has made partial use of each of the other authorisations to
issue bonds granted by the Annual General Meetings in 2008 and 2009,
issuing two convertible bonds in 2009 and 2011. The following
authorisation should represent an additional authorisation to those
granted in 2008 and 2009. The conditional capital created by
resolution of the Annual General Meeting in 2008 and 2009 pursuant to
article 4 (6) and (9) of the Charter should not be affected by the
creation of new conditional capital.

In view of the volatile market conditions and in order to ensure that
the Company continues to have the necessary flexibility to use this
key financing instrument in future, the proposal is made to the
Annual General Meeting to pass a resolution granting new
authorisation to issue bonds and creating new conditional capital,
while cancelling the conditional capital set out in article 4 (7) of
the Charter. The scope of the proposed new authorisation should cover
an amount of EUR1,000,000,000.00. The Executive Board should also be
authorised to exclude the shareholders´ right to subscribe to the
bonds. In order to ensure that the proposed authorisation scope can
still be used in full in the case of subsequent adjustments in
respect of conversion or option prices, the new conditional capital,
which will be created upon cancellation of the conditional capital
set out in article 4 (7) of the Charter and which serves to fulfil
conversion or option rights and obligations, should be
EUR120,000,000.00, although if subscription rights are excluded in
line with section 186 (3) sentence 4 AktG, the shares to be issued to
service conversion or option rights or obligations must not exceed
10% of the share capital either at the time any subsequent
authorisations take effect or at the time they are 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 or income bonds (or combinations thereof) and
to exclude subscription rights

aa) Duration of authorisation, nominal amount, number of shares,
maturity, contribution in kind, currency, issue by Group companies
The Executive Board is authorised, subject to the consent of the
Supervisory Board, to issue registered or bearer convertible bonds,
bonds with warrants, profit-sharing rights or income bonds (or
combinations thereof) (hereinafter collectively referred to as
"bonds") with a total nominal amount of up to EUR1,000,000,000.00 on
one or more occasions up until 14 February 2017 (inclusive) and to
grant holders of these bonds conversion or option rights to Company
shares representing a pro rata amount of the share capital of up to
EUR120,000,000.00, as defined in more detail in the terms and
conditions of the bonds (hereinafter also referred to as the "terms
and conditions") or to furnish these bonds with conversion or option
obligations. The bonds and the conversion or option rights and
obligations may be issued with or without a fixed maturity. The bonds
may be issued in return for contributions in kind.

The bonds may be issued in euros or in the legal currency of an OECD
country, provided that the equivalent in euro does not exceed the
stipulated amount. The bonds may be issued by Group companies that
are located downstream of the Company; in this case, the Executive
Board is authorised, subject to the consent of the Supervisory Board,
to assume the guarantee for the bonds on behalf of the Company and to
grant or impose conversion or option rights or obligations relating
to Company shares to or on the holders of these bonds.

ab) Granting and exclusion of subscription rights The shareholders
are fundamentally entitled to subscription rights in respect of the
bonds. Such subscription rights can also be granted indirectly
insofar as one or more credit institutions, or equivalent companies
as specified in section 186 (5) sentence 1 AktG, underwrite the
bonds, on the agreement that the bonds are offered to the
shareholders. If bonds are issued by a downstream Group company, the
Company must ensure that the statutory subscription rights for the
Company´s shareholders are guaranteed. The Executive Board is,
however, authorised to exclude shareholders´ subscription rights to
the bonds, subject to the consent of the Supervisory Board, in the
following cases:

• in respect of fractional shares;

• insofar as it is necessary in order to ensure that the holders of
bonds with conversion or option rights or obligations relating to
Company shares that have already been issued are granted subscription
rights in the scope which would be available to them once these
conversion or option rights had been exercised or these conversion or
option obligations fulfilled;

• insofar as bonds with conversion or option rights or obligations
are issued for cash and the issue price is not substantially lower
than the theoretical market value of the bonds calculated on the
basis of acknowledged methods of financial mathematics, although this
only applies insofar as the shares to be issued in order to service
the conversion or option rights or obligations under the bonds do not
exceed 10% of the share capital in total either at the time any
subsequent authorisations take effect or at the time they are
exercised, if this value is lower. The above authorised volume of 10%
of the share capital shall be reduced by the proportion of share
capital represented by shares, or to which conversion or option
rights or obligations under any bonds relate, which were issued or
sold on or after 15 February 2012 subject to an exclusion of
subscription rights by applying section 186 (3) sentence 4 AktG
directly, analogously or mutatis mutandis;

• insofar as they are issued in return for contributions in kind,
provided the value of the contribution in kind reasonably reflects
the market value of the bonds calculated as described in the previous
bullet point.

Where profit-sharing rights or income bonds without conversion or
option rights or obligations are issued, the Executive Board is
authorised, subject to the consent of the Supervisory Board, to
exclude shareholders´ subscription rights entirely, provided these
profit-sharing rights or income bonds resemble debt obligations, i.e.
do not represent membership rights in the Company, do not grant a
share in any liquidation proceeds and the interest due is not
calculated on the basis of the annual net earnings, the net profit or
the dividend. Moreover, in this case, the interest due and issue
price of the profit-sharing rights or income bonds must reflect the
market conditions for comparable debt instruments prevailing at the
time of issue.

ac) Conversion right Where bonds with conversion rights are issued,
the holders can convert their bonds into Company shares in line with
the terms and conditions. The proportion of share capital represented
by the shares to be issued upon conversion must not exceed the lower
of the nominal amount of the bond and its issue price. The conversion
rate is calculated by dividing the nominal amount of a bond by the
defined conversion price for a Company share. The conversion rate may
also be calculated by dividing the issue price of a bond (if lower
than the nominal amount) by the defined conversion price for a
Company share. An additional cash payment can also be specified. It
is also possible to specify that fractional shares are consolidated
and/or settled in cash.

ad) Option right Where bonds with warrants are issued, one or more
warrants entitling the holders to subscribe to Company shares in line
with the terms and conditions will be attached to each bond. It is
possible to specify that fractional shares are consolidated and/or
settled in cash. The proportion of share capital represented by the
shares to be subscribed for each bond must not exceed the lower of
the nominal amount of the respective bond and its issue price.

ae) Conversion or option obligation The terms and conditions may also
provide for a conversion or option obligation at maturity or at
another point in time (in each case "final maturity") or for the
Company to have the right to grant holders of the bonds on final
maturity shares in the Company or another listed company in place of
the whole or part of the payment due. In such cases, the conversion
or option price for a share may reflect the average closing price of
the relevant company in Xetra trading on the Frankfurt Stock Exchange
(or a corresponding successor system) in the 10 trading days prior to
or following the final maturity date, even if this is lower than the
minimum price specified in paragraph ff). Section 9 (1) in
conjunction with section 199 (2) AktG must be observed.

af) Conversion/option price, anti-dilution protection The conversion
or option price is either (if subscription rights are excluded) at
least 60% of the average closing price of the Company´s shares in
Xetra trading on the Frankfurt Stock Exchange (or a corresponding
successor system) over the 10 trading days prior to the day on which
the resolution on issuing bonds is passed by the Executive Board or
(if subscription rights are granted) at least 60% of the average
closing price of the Company´s shares in Xetra trading on the
Frankfurt Stock Exchange (or a corresponding successor system) during
the subscription period, with the exception of any days in the
subscription period that are required in order that the conversion or
option price can be published on time in accordance with section 186
(2) sentence 2 AktG.

If, during the term of the bonds granting or imposing a conversion or
option right or obligation, the economic value of the existing
conversion or option rights or obligations is diluted and no
subscription rights are granted as compensation, the conversion or
option rights or obligations may, notwithstanding section 9 (1) AktG,
be adjusted to maintain their value, unless such adjustment is
already required by law. The proportion of share capital represented
by the shares to be subscribed per bond must not, in any case, exceed
the lower of the nominal amount per bond and its issue price.

ag) Other possible structures The terms and conditions of the bonds
may in each case specify that the Company has the option, when
conversion or option rights or obligations are exercised, also to
grant new shares from conditional capital, treasury shares held by
the Company or existing shares of another listed company. Moreover,
they may also specify that the Company will not grant the holder of
conversion or option rights Company shares, but will rather pay out
the cash value.

ah) Authorisation to determine the further terms and conditions of
the bonds The Executive Board is authorised, subject to the consent
of the Supervisory Board, to define the further details relating to
the issue and structure of the bonds, in particular the interest
rate, the interest structure, the issue price, maturity, denomination
and conversion or option period and any variability in the conversion
ratio. Where Group companies are to issue the bonds, the Executive
Board must also ensure that the corporate bodies of the Group
companies issuing the bonds are in agreement.

b) Creation of new conditional capital The share capital is to be
conditionally increased by up to EUR120,000,000.00 (in words: one
hundred and twenty million euro) by issuing up to 46,939,920 new
registered shares with dividend rights from the beginning of the
financial year in which they were issued. The conditional capital
increase allows shares to be granted to holders of convertible bonds,
bonds with warrants, profit-sharing rights or income bonds (or
combinations thereof) with conversion or option rights or obligations
issued on the basis of the above authorisation, insofar as they were
issued for cash.

The new shares will be issued at the conversion or option price to be
determined on the basis of the above authorisation. The conditional
capital increase may only be effected to the extent that conversion
or option rights under bonds issued for cash are exercised or
conversion or option obligations under such bonds are fulfilled,
providing no other forms of fulfilment are employed when servicing
such obligations.

The Executive Board is authorised, subject to the consent of the
Supervisory Board, to determine the further details of the
implementation of the conditional capital increase.

c) Amendment to the Charter Article 4 (7) of the Charter is to be
cancelled and replaced with the following provision: "The share
capital is conditionally increased by up to EUR120,000,000.00 (in
words: one hundred and twenty million euro) by issuing up to
46,939,920 new registered shares with dividend rights from the
beginning of the financial year in which they were issued
(Conditional Capital 2012). The conditional capital increase will be
effected only to the extent that holders of convertible bonds, bonds
with warrants, profitsharing rights or income bonds (or combinations
thereof) with conversion or option rights or obligations issued by
TUI AG or its Group companies for cash on or before 14 February 2017
on the basis of the authorisation granted by the Annual General
Meeting on 15 February 2012 exercise their conversion or option
rights or to the extent that conversion or option obligations under
these bonds are fulfilled and to the extent that no other forms of
fulfilment are employed when servicing such obligations. The
Executive Board is authorised, subject to the consent of the Super
visory Board, to determine the further details of the implementation
of the conditional capital increase."

The Supervisory Board is authorised to amend article 4 (7) of the
Charter to reflect each issue of shares using the Conditional Capital
2012.

Report on item 6 of the agenda (New authorisation to issue
convertible bonds, bonds with warrants, profit-sharing rights or
income bonds (or combinations thereof))

Regarding the relationship between the authorisations to exclude
subscription rights pursuant to section 186 (3) sentence 4 AktG in
agenda item 6 (Issuing bonds) and article 4 (5) of the Charter

The authorisations set out in item 6 of the agenda and article 4 (5)
of the Charter provide for the possibility, citing the provisions of
section 186 (3) sentence 4 AktG, of issuing bonds and increasing the
Company´s share capital, while in each case excluding the
shareholders´ subscription rights, provided the issue or sale is
effected close to the trading price or market value and the statutory
limit of 10% of share capital in total, which applies to this
so-called `simplified´ process for excluding subscription rights, is
not exceeded.

In respect of all authorisations granted on the basis of section 186
(3) sentence 4 AktG, the Executive Board, subject to the consent of
the Supervisory Board, will only exercise its resulting power insofar
as the limit of 10% of the share capital existing at the time the
Annual General Meeting passed the resolution on the authorisations
(i.e. 15 February 2012) is not exceeded during the valid term of the
respective authorisation until it is exercised. If, at the time the
authorisation is exercised, the share capital is lower than on 15
February 2012, the lower sum applies.

Irrespective of whether the relevant authorisations with the
possibility of excluding subscription rights are exercised
individually or cumulatively, the limit of 10% of the share capital
that applies under section 186 (3) sentence 4 AktG in the case of an
exclusion of subscription rights should not be exceeded in total. The
exclusive purpose of the various proposed and existing authorisations
with the possibility of excluding subscription rights in line with
section 186 (3) sentence 4 AktG is to give the Executive Board the
option to select the most suitable instrument in view of the actual
circumstances and taking the interests of both the shareholders and
the Company into account, and not to be able to exclude shareholders´
subscription rights over and above the 10% limit specified in section
186 (3) sentence 4 AktG by exploiting the various options open to
them on several occasions.

Regarding item 6 of the agenda (New authorisation to issue
convertible bonds, bonds with warrants, profit-sharing rights or
income bonds (or combinations thereof))

The Executive Board made use of the authorisation granted to it on 10
May 2006 to issue convertible bonds, bonds with warrants,
profitsharing rights or income bonds (or combinations thereof)
(hereinafter also collectively referred to as "bonds"), subject to
the consent of the Supervisory Board, in 2007, issuing a convertible
bond. This convertible bond has now been repaid in full, and the
conditional capital of up to EUR100,000,000.00 created for this
purpose pursuant to article 4 (7) of the Charter is no longer
required. Moreover, the authorisation granted to the Executive Board
on 10 May 2006 to issue bonds expired on 9 May 2011. The Executive
Board has made partial use of each of the other authorisations to
issue bonds granted by the Annual General Meetings in 2008 and 2009,
issuing two bonds in 2009 and 2011. The new authorisation should
represent an additional authorisation to those granted in 2008 and
2009. The conditional capital created by resolution of the Annual
General Meetings in 2008 and 2009 pursuant to article 4 (6) and (9)
of the Charter should not be affected by the creation of new
conditional capital.

In order to ensure that the Company continues to have the necessary
flexibility in raising capital, a new authorisation to issue bonds
with a total nominal amount of up to EUR1,000,000,000.00 is proposed.
This enables the Company to respond flexibly to the market conditions
prevailing when a bond is issued and thus, in the interests of the
Company and its shareholders, to achieve the best possible financing
terms. The conditional capital to be created upon cancellation of the
conditional capital pursuant to article 4 (7) of the Charter, which
will serve to fulfil conversion or option rights or obligations
resulting from the authorisation, should be EUR120,000,000.00 in
total.

The ability to issue bonds offers TUI AG another option, besides the
traditional methods of debt and equity financing, namely to exploit
attractive alternative financing instruments available on the capital
market depending on the prevailing market conditions and thus to lay
the foundations for future business developments. Moreover, the
ability to grant conversion or option rights and obligations also
offers the Company the possibility of securing as equity at least
part of the funds borrowed when issuing bonds.

By issuing bonds, the Company can also borrow capital on attractive
terms which, depending on the terms and conditions of the bonds, can
be booked as equity or near-equity for the purposes of credit
assessments and on balance sheets. The conversion or option premiums
generated and the designation as equity boost the Company´s capital
base and thus enable it to access cheaper financing options. The
other options provided for, namely to create conversion or option
obligations, as well as conversion or option rights and to combine
convertible bonds, bonds with warrants, profit-sharing rights or
income bonds, allows greater room for manoeuvre when developing these
financial instruments. Since, in the field of hybrid financing
instruments, products with an unlimited term have become established,
the authorisation does not specify a particular term for bonds with
conversion or option rights or obligations. The authorisation also
gives the Company the necessary flexibility to decide whether to
issue the bonds itself or to place them with directly or indirectly
associated companies. Bonds may be issued in euros or in the legal
currency of an OECD country.

In order to be able to make the most of the spectrum of possible
capital market instruments that carry conversion or option rights or
obligations, it would appear appropriate to once again specify that
the permitted issue volume under the proposed authorisation is
limited to a total nominal amount of EUR1,000,000,000.00 and the
conditional capital which serves to fulfil the conversion or option
rights or obligations is EUR120,000,000.00. This ensures that the
scope of this authorisation can be exploited in full. The number of
shares required to fulfil any conversion or option rights or
obligations under a bond with a particular issue volume generally
depends on the trading price of TUI shares when the bond is issued.
Having sufficient conditional capital available ensures that it is
possible to exploit the full scope of the authorisation for issuing
convertible bonds or bonds with warrants.

Shareholders must, as a rule, be granted subscription rights where
convertible bonds, bonds with warrants, profit-sharing rights or
income bonds are issued.

Where convertible bonds or bonds with warrants (or profit-sharing
rights or income bonds) with conversion or option rights or
obligations are issued, the Executive Board should, in line with
section 186 (3) sentence 4 AktG, be authorised to exclude
shareholders´ subscription rights, subject to the consent of the
Supervisory Board, provided the issue price of the bonds is not
substantially lower than their market value. This may be useful in
order to be able to respond quickly to favourable market conditions
and to be in a position to fast and flexibly place a bond with
attractive terms on the market. Stock and credit markets have become
much more volatile in recent years. It is thus imperative that the
Executive Board can react to market developments as quickly as
possible when issuing bonds in order to ensure the best possible
result. Favourable conditions that are as close-tomarket as possible
can generally only be achieved if the Company is not bound to them
for too long an offer period. In the case of rights issues, it is as
a rule necessary to take a not insubstantial haircut in order to
ensure the sustained attractiveness of the terms and thus the issue´s
success prospects for the entire offer period. Although section 186
(2) AktG permits that the subscription price (and thus, in the event
of bonds with conversion or option rights or obligations, the terms
and conditions of these bonds) be published up to three days before
the end of the subscription period, the volatility of the stock and
credit markets means that a certain market risk then exists over
several days, which makes haircuts necessary when defining the terms
and conditions, which are thus no longer close-to-market.

Moreover, if the Company were to grant the shareholders subscription
rights, it would be more difficult to achieve an alternative
placement with third parties or this would generate additional
expense, owing to the uncertainty as to whether or not shareholders
will actually exercise their subscription rights (subscription
behaviour). Finally, if the Company grants subscription rights it
cannot respond quickly to changes in market conditions due to the
length of the subscription period, and this in turn can mean that the
Company is forced to accept less favourable conditions when raising
capital.

The fact that the bonds are issued at a price that is not
substantially lower than the market value ensures that shareholders´
interests are protected. The market value must be calculated on the
basis of acknowledged methods of financial mathematics. When setting
the price, the Executive Board will take account of the prevailing
capital market conditions and endevour to keep the difference between
the issue price and market value as low as possible. This ensures
that the hypothetical market value of the subscription rights would
be close to zero, and that the shareholders would not suffer any
significant financial disadvantage as a result of their subscription
rights being excluded. Insofar as the Executive Board deems necessary
in view of the prevailing situation, it will refer to specialist
advice and rely on the support of experts. Such advice may be
provided by the underwriting banks supporting the issue or by an
independent investment bank or auditor. All of this ensures that the
value of the Company´s shares is protected against significant
dilution as a result of the exclusion of subscription rights. The
shareholders are also able to maintain the proportion of their
shareholding by purchasing bonds via the stock exchange on almost
equal terms, thus ensuring that their financial interests have been
adequately taken into account.

The power to exclude subscription rights pursuant to section 186 (3)
sentence 4 AktG applies only to bonds carrying rights to shares
representing a proportion of the share capital that does not exceed
10% in total either at the time the authorisation takes effect or at
the time the authorisation is exercised, if this value is lower. The
above authorised volume of 10% of the share capital is to be reduced
by the proportion of share capital represented by shares, or to which
conversion or option rights or obligations under any bonds relate,
which were issued or sold on or after 15 February 2012 subject to an
exclusion of subscription rights by applying section 186 (3) sentence
4 AktG directly, analogously or mutatis mutandis. This reduction is
effected in the interests of the shareholders to ensure that their
shareholding is subject to as little dilution as possible.

Where profit-sharing rights or income bonds without conversion or
option rights or obligations are to be issued, the Executive Board is
authorised, subject to the consent of the Supervisory Board, to
exclude shareholders´ subscription rights entirely, provided these
profit-sharing rights or income bonds resemble debt obligations, i.e.
do not represent membership rights in the Company, do not grant a
share in any liquidation proceeds and the interest due is not
calculated on the basis of the annual net earnings, the net profit or
the dividend. Moreover, in this case, the interest due and issue
price of the profit-sharing rights or income bonds must reflect the
market conditions for comparable debt instruments prevailing at the
time of issue. If the above requirements are met, the exclusion of
subscription rights does not place the shareholders at a
disadvantage, since the profit-sharing rights or income bonds do not
represent membership rights and do not grant a share in any
liquidation proceeds or in profits generated by the Company. While
the bonds may provide for any interest payable to be subject to
annual net earnings, net profit or a dividend being generated, it
would not be permissible for higher net earnings, higher net profit
or a higher dividend to generate higher interest. The issue of
profit-sharing rights or income bonds therefore neither changes nor
dilutes the shareholders´ voting rights nor their participation in
the Company and its profits. Moreover, the binding requirement that
where subscription rights are excluded the bonds are issued on fair
market terms ensures that subscription rights have no significant
value.

The above possibilities for excluding subscription rights give the
Company the flexibility to respond quickly and exploit favourable
capital market situations and puts it in a position to respond
flexibly and quickly to secure low interest and/or favourable demand
for a bond issue. Excluding subscription rights, and thus eliminating
the lead time, brings decisive advantages, both in view of the costs
of raising capital and in view of the placement risk as compared to
bonds with subscription rights. Where subscription rights are
excluded, the haircut and the placement risk, which would otherwise
apply, can be reduced, thus enabling the Company to raise capital
more cheaply, which is in its own interests and those of its
shareholders. Where bonds with conversion or option rights or
obligations are issued with subscription rights excluded, the
conversion or option price for a share is at least 60% of the average
price of TUI shares in Xetra trading on the Frankfurt Stock Exchange
(or a comparable successor system) over the 10 trading days prior to
the day on which the resolution was passed by the Executive Board to
issue the bonds. Insofar as shareholders have subscription rights in
respect of the bonds, it is also possible to define the conversion or
option price for a share on the basis of the average price of the
Company´s shares in Xetra trading on the Frankfurt Stock Exchange (or
a comparable successor system) during the subscription period, with
the exception of the days within the subscription period that are
necessary in order to publish the conversion or option price on time
in accordance with section 186 (2) sentence 2 AktG, although this
price must also be at least 60% of the average price of TUI shares in
Xetra trading on the Frankfurt Stock Exchange (or a comparable
successor system).

The Executive Board is also authorised, subject to the consent of the
Supervisory Board, to exclude fractional shares from the subscription
rights. Such fractional shares may result from the amount of the
respective issue volume and from ensuring a practicable subscription
ratio. The bonds representing fractional shares excluded from the
shareholders´ subscription rights will be realised either by sale on
the stock exchange or by other means in the best interests of the
Company. In this case, excluding the subscription rights facilitates
the processing of the capital increase.

The Executive Board should also have the possibility of excluding
shareholders´ subscription rights, subject to the consent of the
Supervisory Board, in order to grant the holders of bonds with
conversion or option rights or obligations subscription rights to the
extent they would be entitled to such rights after exercising their
conversion or option rights or once their conversion or option
obligations have been fulfilled. This means that it is possible to
grant holders of conversion or option rights or obligations already
existing at the time subscription rights as a form of anti-dilution
protection, rather than having to reduce the conversion or option
price. Furnishing bonds with such anti-dilution protection is
standard market practice.

Bonds may also be issued in return for contributions in kind, insofar
as this is in the interests of the Company. In this case, the
Executive Board is authorised, subject to the consent of the
Supervisory Board, to exclude shareholders´ subscription rights,
provided the value of the contributions in kind reasonably reflects
the hypothetical market value of the bonds calculated on the basis of
acknowledged methods of financial mathematics. This in turn makes it
possible to grant bonds as consideration for acquisitions in
appropriate individual cases, for instance when purchasing companies,
parts of companies, interests in companies or other assets (such as
hotels, ships or aeroplanes). In such cases, it may prove necessary
during negotiations that a form of consideration other than cash is
offered. Thepossibility of offering bonds as consideration thus
offers a competitive edge in respect of interesting acquisitions as
well as the necessary room for manoeuvre to exploit opportunities for
acquiring companies, parts of companies, interests in companies or
other assets while protecting the Company´s own liquidity. This may
also prove useful in view of achieving an optimum financing
structure. The Executive Board will in each case carefully consider
whether or not to use its power to issue convertible bonds or bonds
with warrants (or profit-sharing rights or income bonds) in return
for contributions in kind while excluding subscription rights. It
will only exercise this power if it is in the interests of the
Company and thus of its shareholders.

The proposed new conditional capital is designed to service the
conversion or option rights or to fulfil the conversion or option
obligations relating to Company shares attached to convertible bonds,
bonds with warrants, profit-sharing rights or income bonds, insofar
as these bonds were issued for cash. Other forms of fulfilment may be
used in place of the above.

Conversion or option rights or obligations under bonds issued in
return for contributions in kind, however, cannot be serviced from
the new conditional capital.

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 8 February 2012) 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 31 January 2012 and such shareholders may then register in the
following ways:

In writing to the following postal address:
TUI Aktionärsservice
AGM 2012
Max-Planck-Straße 9a
61334 Friedrichsdorf
Germany

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

Electronically via the following internet address (from 24 January
2012) 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
service will be available from 24 January 2012 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 8 February 2012 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 14 February 2012. This also applies to authorisations and
instructions that were given to Company appointed proxies before 8
February 2012.

Admission tickets must have been ordered by midnight on 8 February
2012 at the latest. Shareholders who have not been entered in the
share register by 31 January 2012, and not by 8 February 2012 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 8 February 2012 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 5 66-19 96
E-mail: 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, 31 January 2012 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, 15 January 2012 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 Executive Board may
refuse to disclose information citing the grounds set out in section
131 (3) AktG, in particular if the information was available on the
Company´s website and at the Annual General Meeting and was
continuously available for at least seven days prior to the beginning
of the Annual General Meeting. If a shareholder is refused
information, that shareholder may, pursuant to section 131 (5) AktG,
request that the question and the reason for such refusal be included
in the notarial record of the Annual General Meeting and, if
appropriate, apply to a court to rule on the right to information
pursuant to section 132 AktG.

Information pursuant to section 124a AktG The website of TUI AG via
which information pursuant to section 124a AktG can be accessed is:
www.tui-group.com/en/ir via the link `AGM´.

For further information, the TUI shareholder AGM hotline is available
under (0800) 56 00 841 (from within Germany) or +49 (0) 69 91 06 49
72 (from abroad) from Monday to Friday between 8 a.m. and 6 p.m.
(CET).

Berlin/Hanover, January 2012
The Executive Board

Further inquiry note:
Investor Relations Kontakt:
Björn Beroleit, Telefon: +49 (0) 511 566 1310
Nicola Gehrt, Telefon: +49 (0) 511 566 1435

Media Kontakt:
Uwe Kattwinkel, Telefon: +49 (0) 511 566 1417
Robin Zimmermann, Telefon: +49 (0) 511 566 1488

end of announcement euro adhoc
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issuer: TUI AG
Karl-Wiechert-Allee 4
D-30625 Hannover
phone: +49(0)511 566 - 1425
FAX: +49(0)511 566 - 1096
mail: investor.relations@tui.com
WWW: http://www.tui-group.com
sector: Transport
ISIN: DE000TUAG000
indexes: MDAX, CDAX, HDAX, Prime All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, regulated dealing:
Berlin, Hamburg, Stuttgart, Düsseldorf, Hannover, München
language: English