Monteray Enterprises Ltd. - Full text of addendum to the agenda of TUI AG's annual general meeting

Limassol, Cyprus, 29 April 2009

Monteray Enterprises Ltd., a company indirectly wholly-owned by Mr. John Fredriksen, currently holds in excess of 42.3 million shares in TUI AG, representing in excess of 16.8 per cent of the registered share capital of TUI AG. Monteray Enterprises Ltd. believes to be the largest shareholder of TUI AG.

On 6 April 2009, Monteray Enterprises Ltd. filed with TUI AG an addendum to the agenda for the annual general meeting of TUI AG convened for 13 May 2009.

It has come to the attention of Monteray Enterprises Ltd. that the executive board of TUI AG has, in contrast with widespread market practice, elected to only publish selected excerpts of the filing while in particular neither disclosing to the public the reasoning for the agenda items nor the specific issues which Monteray Enterprises Ltd. requests to be examined by a special auditor.

Monteray Enterprises Ltd. would like to ensure that shareholders of TUI AG and the wider public are fully informed of the entirety of the filing. A convenience translation of the full filing originally made in the German language is therefore provided below.

To the management board of TUI AG Management board secretariat (Gesamtvorstandssekretariat) Karl-Wiechert-Allee 4 30625 Hannover

6 April 2009

Addendum to the agenda for the annual general meeting of TUI AG convened for 13 May 2009

Dear Sirs,

Monteray Enterprises Ltd, Limassol, Cyprus (hereinafter the "Shareholder"), holds a participation currently consisting of 42,275,000 shares representing a notional share in the share capital of EUR 108,224,000.00 (approx. 16.813%) in TUI AG's (hereinafter also the "Company") share capital. The Shareholder's stake in the Company therefore exceeds one-twentieth of the registered share capital of TUI AG as well as the proportionate amount of EUR 500,000.00 thereof in accordance with Sec. 122 para. 2 German Stock Corporation Act (Aktiengesetz - AktG). The attached confirmation of Nordea Bank Norge ASA dated 3 April 2009 (Annex 1) as well as the Company's share register yield that the Shareholder holds the relevant shares in TUI AG to fulfil these requirements for more than three months. Moreover, Nordea Bank Norge ASA undertakes, as evidenced by the declaration attached as Annex 2, to inform TUI AG of changes of the number of shares in TUI AG held in the Shareholder's depository account with Nordea Bank Norge ASA with regard to the requirements of Sec. 122 para.2 German Stock Corporation Act.

I refer to the agenda for TUI AG's shareholders' meeting on 13 May 2009, published by the management board in the convocation on 2 April 2009, and request, on behalf of the Shareholder, to add and publish the following items to the agenda of the Company's shareholders' meeting convened for 13 May 2009 pursuant to section 122 para. 2 German Stock Corporation Act (evidence of due authorisation is enclosed as Annex 3):

1 Revocation of the appointment of the supervisory board member elected by the shareholders' meeting Dr Jurgen Krumnow

The Shareholder proposes to remove the supervisory board member elected by the shareholders' meeting Dr Jurgen Krumnow, with effect as of the end of TUI AG's annual general meeting on 13 May 2009.

2 Revocation of the appointment of the supervisory board member elected by the shareholders' meeting Dr h c Abel Matutes Juan

The Shareholder proposes to remove the supervisory board member elected by the shareholders' meeting Dr h c Abel Matutes Juan, with effect as of the end of TUI AG's annual general meeting on 13 May 2009.

3 Election of new supervisory board members

TUI AG's supervisory board is composed of 10 supervisory board members each for the shareholders and for the employees, pursuant to section 11 para. 1 of the Company's articles of association of 19 November 2008, sections 95 sentence 5, 96 para. 1 and 101 para. 1 German Stock Corporation Act, in association with sections 1 para. 1 and 7 para. 1 no. 3 German Co-Determination Act (Mitbestimmungsgesetz - MitbestG). The shareholders' meeting is not bound to nominations for election when electing the shareholder representatives.

The Shareholder proposes to elect the following persons as supervisory board members for the period lasting until the end of the shareholders' meeting that resolves to ratify the actions (Entlastung) of the supervisory board members for the 2011 business year:

(a) Mr John Fredriksen, Chief Executive Officer of Frontline Ltd., Limassol, Cyprus

Mr John Fredriksen is not a member of other statutorily constituted supervisory boards. He is a member of the following similar domestic and foreign organs that supervise commercial businesses:

- Frontline Ltd., Hamilton, Bermuda (chairman of the board)

- Golar LNG Ltd., Hamilton, Bermuda, (chairman of the board)

- Seadrill Limited, Hamilton, Bermuda (chairman of the board)

- Golden Ocean Group Ltd., Hamilton, Bermuda (chairman of the board)

(b) Mr Tor Olav Troim, Managing Director of Frontline Corporate Services Ltd., London, Great Britain

Mr Tor Olav Troim is not a member of other statutorily constituted supervisory boards. He is a member of the following similar domestic and foreign organs that supervise commercial businesses:

- Seadrill Limited, Hamilton, Bermuda (non-executive member of the board of directors)

- Seawell Ltd., Hamilton, Bermuda (non-executive member of the board of directors)

- Golar LNG Ltd., Hamilton, Bermuda (non-executive member of the board of directors)

- Golden Ocean Group Ltd., Hamilton, Bermuda (non-executive member of the board of directors)

- Independent Tankers Corporation Ltd., Hamilton, Bermuda (chairman of the board)

- Aktiv Kapital ASA, Oslo, Norway (chairman of the board)

4 Resolution on the appointment of a Special Auditor pursuant to Sec. 142 para. 1 German Stock Corporation Act to examine the adequacy of the remuneration of the chairman of the management board pursuant to Sec. 87 German Stock Corporation Act and the remuneration report

The Shareholder requests to appoint a Special Auditor to examine the determination and the adequacy of the overall remuneration for the chairman of the management board by the presiding committee of the supervisory board (hereinafter also the "Presiding Committee"), including the composition and structure of the different elements as well as the overall concept of the remuneration of the chairman of the management board along with its proper review and implementation, and to report on the results of his examination. The scope of the examination shall also include the question whether the remuneration report is correct and complete and provides a true view of the overall remuneration of the members of the management board Dr. Frenzel and Feuerhake with respect to the assumption of monetary charges in the context of the discontinuation of a preliminary investigation and criminal proceedings against Mr Frenzel and Mr Feuerhake by the Company.

In particular, the following circumstances are to be examined:

(a) Determination of the overall remuneration for the chairman of the management board by the Presiding Committee, overall concept of the remuneration and its adequate review and implementation

It shall be examined which considerations the Presiding Committee made to ensure that the overall remuneration of the chairman of the management board is adequate, and what considerations it made regarding the design of the fixed and variable components of the remuneration. In particular the examination shall include:

- What are the contractual bases for the overall remuneration of the chairman of the management board including salary, profit participation, allowances, insurance fees, payments by group companies, commissions, pensions, transitional payments, payments for surviving dependants and other pension promises, other (fringe) benefits as well as payments and other rights and benefits resulting from a change of control?

- How was the overall remuneration of the chairman of the management board determined by the Presiding Committee at the time of the appointment or, as the case may be, prolongation of office of the chairman of the management board on 8 November 2007? Has the overall remuneration of the chairman of the management board been changed since the relevant date, and if so, when? What changes have been made in detail?

- How is the overall concept on which the remuneration of the chairman of the management board is based structured? Which detailed considerations did the Presiding Committee make regarding the composition and structure of its different components?

- If the remuneration system has been changed compared to previous years, what considerations were made regarding such change, and based on which considerations did the Presiding Committee deem the overall remuneration appropriate?

- Which goals is the design of the variable remuneration elements intended to achieve?

- Is the chosen design of the variable remuneration elements appropriate to achieve these goals? Which detailed considerations were made in this context?

- How is the design of the variable remuneration elements decided upon in detail? Are the personal assessment factors and other details regularly adapted taking into consideration the personal assessment factors and other criteria in accordance with clause 4.2.2 of the German Corporate Governance Code? If so, what personal assessment factors have been fixed for the business year 2008 and when did this happen? Which detailed considerations were made in this context?

- Why have the EBITA and EBTA (each adjusted for special influences) been used as reference in the business year 2008, instead of non-adjusted figures as in the previous years? Has the remuneration system been changed in this respect compared to previous years, and if so, when?

- Are the reference values EBITA and EBTA (each adjusted for special influences) common and appropriate to evaluate the performance of the management board members?

- In detail, which adjustments have been made to the EBITA and EBTA to determine the relevant reference value for the variable remuneration of the chairman of the management board? Are these adjustments appropriate and in line with generally accepted accounting principles and market practice especially with regard to the Company's situation?

- When determining the amount of the overall remuneration of the chairman of the management board, did the Presiding Committee take into account remuneration for offices held in group companies as stipulated by clause 4.2.2 German Corporate Governance Code, and why are in light of the fact that the core activity of the chairman of the management board comprises the management of TUI group and not only of TUI AG such remunerations not set off against the remuneration paid by the Company? Is this legally permissible and in line with market practice?

- Was the amount of the overall remuneration for the chairman of the management board adequate at the relevant time it was fixed or changed, as the case may be, specifically regarding comparable enterprises and the economic situation, the performance and outlook of the Company and other criteria for adequacy as set out in clause 4.2.2 German Corporate Governance Code? Which detailed considerations did the Presiding Committee make regarding the amount and adequacy of the remuneration of the chairman of the management board?

(b) Correctness and completeness of the remuneration report

It shall be examined whether the remuneration report is correct and complete and provides a true view of the overall remuneration of the members of the management board Dr. Frenzel and Feuerhake, specifically whether the assumption of monetary charges in the context of the discontinuation of a preliminary investigation and criminal proceedings against Dr Frenzel and Mr Feuerhake by the Company would have had to be taken into account when showing the overall amount of remuneration regarding the relevant management board members, and whether further other payments by the Company have been made in this context, e.g. covering the cost of legal counsel.

Professor Dr Hans-Joachim Mertens, Kronberger Strasse 16, 61462 Konigstein, Germany, shall be appointed as Special Auditor with the specification that the Special Auditor may, if necessary, enlist support personnel of his choice in executing the audit.

5 Resolution on the appointment of a Special Auditor pursuant to section 142 para. 1 German Stock Corporation Act to examine and report on the compliance with the duties to publish inside information, the original conclusion of contracts and the re-negotiations in the context of the divestiture of Hapag-Lloyd AG

The Shareholder requests to appoint a Special Auditor to examine whether the management board of TUI AG has complied with its duties with regard to the legally required immediate publication of inside information pursuant to section 15 para. 1 German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) and the re-negotiations of the transaction terms in connection with the divestiture of Hapag-Lloyd AG, as well as whether the supervisory board has fulfilled its duty to supervise the management board. The Special Auditor shall report on the results of his examination.

In particular, the following questions are to be examined:

(a) Since when did the management board know or have reasons to assume that

- the financing of the acquisition of Hapag-Lloyd AG by Albert Ballin GmbH & Co. KG was at risk,

- the original contracts concluded with Albert Ballin GmbH & Co. KG in September 2008 would be re-negotiated, and

- as a result, proceeds from the disposal received by the Company would be significantly lower?

(b) When did the re-negotiation of the contracts with Albert Ballin GmbH & Co. KG begin?

(c) At what time was it sufficiently certain that an amendment to the original contracts with Albert Ballin GmbH & Co. KG would result? At what time was the substantial content of the contracts in their amended form settled?

(d) Was the ad hoc announcement by TUI AG on 26 February 2009 published in time, according to section 15 para. 1 German Securities Trading Act?

(e) Did the management board duly exempt itself, if at all, from its duty to publish an ad hoc announcement in connection with the re-negotiation of the contracts regarding the divestiture of Hapag-Lloyd AG, pursuant to section 15 para. 3 German Securities Trading Act?

(f) Did the management board, prior to the conclusion of the original contract with Albert Ballin GmbH & Co. KG, obtain sufficient assurance that the financing of the acquisition of a participation in Hapag-Lloyd AG by Albert Ballin GmbH & Co. KG was ensured?

(g) Did the original contracts between TUI AG and Albert Ballin GmbH & Co. KG provide for a right of Albert Ballin GmbH & Co. KG to demand re-negotiations and, if so, under what circumstances?

(h) To the extent that TUI AG was not subject to an obligation to enter into re-negotiations with the buyer, what were the management board's reasons for entering into such re-negotiations? What were the supervisory board's reasons for consenting to an amendment of the original contracts?

Professor Dr Hans-Joachim Mertens, Kronberger Strasse 16, 61462 Konigstein, Germany, shall be appointed as Special Auditor with the specification that the Special Auditor may, if necessary, enlist support personnel of his choice in executing the audit.

Reasons for Items 1 to 3:

With the proposed removal of the supervisory board members and the election of new supervisory board members, the Company's shareholder structure shall - for the purpose of good corporate governance - be appropriately reflected on the supervisory board. The Shareholder is not yet represented on the supervisory board, although the Shareholder, currently holding a share of 16.813% in the Company's registered share capital, is the largest shareholder of the Company according to the notifications on the holding of voting rights published by the Company.

In addition, the candidates proposed by the Shareholder for election to the supervisory board, Mr Fredriksen and Mr Troim, have a longstanding entrepreneurial experience in successful and shareholder value-creating business leadership which they can bring to the supervisory board to the benefit of the Company and its shareholders. Given their outstanding expertise and valuable contact networks in the shipping industry this applies in particular with a view to the still existing 43,33% participation in Hapag-Lloyd AG which corresponds to a continuing commitment in the amount of approximately EUR 2 billion. Contrary to other supervisory board members, neither Mr Fredriksen nor Mr Troim have separate business dealings with TUI AG or its subsidiaries and affiliates and are hence truly independent.

Reasons for Item 4:

It needs to be examined whether the Presiding Committee has acted in accordance with its statutory duties in the context of determining the overall remuneration for the chairman of the management board as well as designing the remuneration system for the chairman of the management board and reviewing and implementing that system, as well as in the context of describing the assumption of monetary charges in connection with the discontinuation of a preliminary investigation and criminal proceedings against Dr Frenzel and Mr Feuerhake by the Company in the remuneration report.

In detail:

(a) The analysis of the remuneration of the chairman of the management board begs the question as to whether it is adequate and sufficiently performance related, and therefore in accordance with the provisions of Sec. 87 German Stock Corporation Act and the German Corporate Governance Code.

For the fiscal year 2007 the chairman of the management board received a performance related pay of EUR 2.893 million (total EUR 4.478 million) during which period the Company made a consolidated net profit of EUR 236.3 million (unconsolidated profit: EUR 66.4 milion). In the fiscal year 2008 the performance related pay was EUR 1.572 million (with a total remuneration of EUR 3.791 million) when the Company made a consolidated net loss of EUR 141.8 million and an unconsolidated loss of EUR 1,528.7 million and, as a result, will not be able to distribute a dividend to its shareholders. During the period of time relevant for determining the variable remuneration of the chairman of the management board, the stock exchange price of TUI AG's shares decreased from EUR 18.480 on 2 January 2008 to EUR 8.045 on 31 December 2008, i.e. by approx. 56.5% in the year 2008 (and by approx. 75.5% to EUR 4.520 on 3 April 2009), while over the same period of time, the leading German share index DAX only fell from 7,949.110 points on 2 January 2008 by approx. 39.5% to 4,810.20 points on 31 December 2008 (and by only approx. 44.8% to 4.384.99 points on 3 April 2009). Thereby, TUI AG has continued its significant subpar performance compared to DAX in 2008 and 2009: Indexing the TUI share and DAX each to a value of 100 as at 3 January 1994, would as at 3 April 2009 result in an indexed value of the TUI share (including dividends and capital increases) of approx. 39.4 (CAGR -5.9%) and of DAX of approx. 193.3 (CAGR 4.4%).

Regardless of the clearly sub-par development of the stock exchange price, the massive slump in profits and the loss created of over EUR 1.5 billion at TUI AG, for the fiscal year 2008 the chairman of the management board still received 54% of his performance related pay and 84.7% of his total remuneration compared to the previous year. In absolute figures, the remuneration of the chairman of the management board Dr Frenzel is superior by far to that of many chairmen of management boards of companies included in the DAX, whose results and stock exchange price development have mostly been vastly more positive than those of TUI AG, who even was removed from the DAX in September 2008.

More than half of the remuneration of the management board members for the financial year 2008 was made up of variable elements (profit sharing (Tantieme) and the bonus). The amount of these variable elements is based on the adjusted consolidated EBITA and the adjusted consolidated EBTA. When adjusting the consolidated EBITA and the consolidated EBTA, the cost of integration and other acquisition-related extraordinary effects are eliminated, while sales of the acquired entities are taken into account. Moreover, the management board may have significant discretion when drawing up the annual financial statements in accordance with the generally accepted accounting principles and may thus influence the calculation of the basis for determination of its variable compensation. These adjustments have a significant effect: the EBITA of the tourism division amounts to EUR 98.8 million, the adjusted EBITA amounts to EUR 601.9 million. The consolidated EBITA amounts to EUR 179 million while the adjusted consolidated EBITA, based on which the variable remuneration of the management board is determined, amounts to EUR 759 million. The total consolidated loss amounts to EUR 142 million. This highlights that the chosen design significantly decouples the management board remuneration from the development of the Company's actual performance.

This compensation structure could lead to an incentive for the management board to pursue acquisitions only with a view to their contribution to sales without taking the acquisition (and restructuring) cost adequately into account, since these will be eliminated in the process of adjusting the consolidated EBITA and the consolidated EBTA. For the shareholders, on the other hand, only the results actually achieved are decisive: they do not receive dividend payments due to the actual balance sheet loss incurred.

Therefore, it needs to be examined whether the remuneration system is designed in such a way that it can potentially create misguiding incentives to the detriment of the Company and its shareholders. Additionally, the reference values "adjusted consolidated EBITA" and "adjusted consolidated EBTA" appear to be objectionably remote from the actual performance of the Company reflected in the consolidated and unconsolidated financial statements, namely from the existence of profits available for distribution to the shareholders.

The adjusted consolidated EBITA and EBTA have been used as reference values for calculating the profit sharing (Tantieme) and the bonus in 2008 for the first time, while in previous years, the unadjusted EBITA and EBTA have been used. It should be examined whether this is constitutes a performance related remuneration system.

Additionally, the Presiding Committee has - contrary to market practice - failed to stipulate for a provision to set off remunerations for offices held with group companies, an additional remuneration that should actually be covered by the remuneration received as chairman of the management board of TUI AG in its capacity as parent company of the group.

In light of the above, it needs to be examined, whether the Presiding Committee has complied with its duties under the German Stock Corporation Act and the German Corporate Governance Code when designing the remuneration system and determining the remuneration of the chairman of the management board. In order to evaluate this, it is also necessary to determine what considerations were made at the time of agreeing the contested arrangements with the chairman of the management board.

(b) Moreover, the Company has assumed the charges of EUR 750,000 each and taxes thereon of EUR 797.100 each payable by Messrs Dr Frenzel and Feuerhake in the context of the discontinuation of a preliminary investigation and criminal proceedings, i.e. more than EUR 1.5 million per management board member. The assumption of these charges imposed against Dr Frenzel and Mr Feuerhake may possibly qualify as additional remuneration element, which would have had to be included in the overview of the overall remuneration in the remuneration report. The remuneration report may therefore potentially fail to provide a true view of the overall remuneration of the members of the management board Dr. Frenzel and Feuerhake. If the Company has assumed the cost for legal counsel Dr Frenzel or Mr Feuerhake may have retained in the course of the preliminary investigation and criminal proceedings, the remuneration report would have had to include that information as well.

Reasoning for Item 5:

In order to be able to assess whether the management board of TUI AG, in the context of the (partial) divestiture of Hapag-Lloyd AG, has complied with his statutory obligations with regard to the immediate disclosure of inside information pursuant to section 15 para. 1 German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) and the re-negotiation of the conditions, and whether the supervisory board has properly fulfilled its duty to supervise the management board, the following circumstances need to be examined:

On 12 October 2008, TUI AG made an ad hoc announcement that TUI AG's supervisory board had approved the sale of Hapag-Lloyd AG to Albert Ballin GmbH & Co. KG and a participation of TUI AG in Albert Ballin GmbH & Co. KG. In addition, the payment of a special dividend from the sales proceeds has been announced to the shareholders. On 10 December 2008, TUI AG made another ad hoc announcement, stating among others that it expected the finalisation of the divestiture of Hapag-Lloyd AG to occur in early 2009 and an appropriate participation of shareholders in the sales proceeds to be effected together with the dividend payment for financial year 2009. It was later repeatedly reported in the media that the sale of Hapag-Lloyd AG to Albert Ballin GmbH & Co. KG was at risk due to the worsened economy and the planned withdrawal by one of the banks financing Albert Ballin GmbH & Co. KG. The media reported for the first time in early February 2009 that TUI AG intended to participate in the financing of Hapag-Lloyd AG in the period after the closing of the sale. TUI AG denied, however, that the purchase price for the shares in Hapag-Lloyd AG would be re-negotiated. On 23 February 2009, various media sources reported that TUI AG would have to acquire a larger share in Albert Ballin GmbH & Co. KG than originally contractually agreed upon due to financing problems at Albert Ballin GmbH & Co. KG's remaining shareholders. On 26 February 2009, TUI AG finally issued an ad hoc announcement stating among others that, in order to secure the sale of Hapag-Lloyd AG, it would increase its share in Albert Ballin GmbH & Co. KG by 10% to 43.33% and also participate in the future financing of Hapag-Lloyd AG in the form of a loan of approx. EUR 1 billion. As a result, sales proceeds to be collected by TUI AG will be significantly lower than originally expected and put into question the payment of a special dividend to shareholders.

In view of the aforementioned chronology, it needs to be clarified by way of special audit whether TUI AG's management board had been obliged, between 10 December 2008 and 26 February 2009, to inform the capital markets via an ad hoc announcement about the further developments in the sale process with regard to the participation in Hapag-Lloyd AG. It is also to examine whether the management board has appropriately and timely informed the shareholders that the disposal of Hapag-Lloyd AG would potentially be re-negotiated, the terms and conditions of the disposal would potentially worsen in this context and the payment of a special dividend would therefore possibly be omitted.

Against this background, it needs to be further examined whether the management board omitted, prior to the conclusion of the original contracts with Albert Ballin GmbH & Co. KG, to sufficiently inform themselves about the security of the financing by Albert Ballin GmbH & Co. KG, and, when entering into the contracts, has failed to appropriately hedge the closing at agreed terms against adverse changes in the overall conditions.

Press contacts:

Monteray Enterprises Ltd.: Tor Olav Troim: +44 (207) 824 5530 Bjorn Giaever: +44 (207) 824 5530

Perella Weinberg Partners Dietrich Becker: +44 (207) 268 2838

This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

SOURCE: Monteray Enterprises Ltd

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