TUI AG will seek shareholder approval for a share repurchase program at its Annual General Meeting to be held on February 13, 2013. Under the program, TUI will repurchase its shares, which when added to the other own shares held by the company must not exceed 10% of its issued capital, in accordance to with sections 71 a ff. AktG.

The repurchases will be made via the stock exchange or via a public offer to buy or a public solicitation to shareholders to submit an offer to sell. If the shares are repurchased via stock exchange, the equivalent value paid by the company per share (not including incidental acquisition costs) must not exceed or fall below the market value determined on the respective stock exchange trading day during the opening auction in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) by more than 10%. If the repurchase is effected via a public offer to buy or a public solicitation to shareholders to submit an offer to sell, the purchase price offered or the upper and lower limits of the purchase price range per share (not including incidental acquisition costs) must not exceed or fall below the unweighted average closing price in the Xetra trading system of Deutsche Börse AG (or a comparable successor system) on the three stock exchange trading days prior to the day of the public announcement of the offer or the public solicitation to submit an offer to sell by more than 10%.

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 Executive Board is authorised to use repurchased shares for redemption or sell by means other than via the stock exchange or via an offer to shareholders, sold for non-cash contributions in connection with any acquisition and to fulfill conversion rights, warrants or conversion obligations under convertible bonds, bonds with warrants, profit-sharing rights and/or income bonds. The repurchases 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 share repurchase program will expire on August 12, 2014.