The Boards of TUI AG and First Choice Holidays PLC (First Choice) have agreed to merge the tourism division of TUI AG excluding certain hotel assets, and First Choice. The merger will create a new leisure travel group called TUI Travel PLC. The new company will be headquartered in the United Kingdom and will seek admittance to trading on the London Stock Exchange.

The Merger will be effected through the acquisition, by TUI Travel PLC, of First Choice and TUI`s tourism division, excluding certain hotel assets. The new company will also assume 875 million euros of net financial debt from TUI AG, including all pensions liabilities currently associated with TUI Travel. First Choice will be acquired by means of a scheme of arrangement, as per British legislation.

After completion of the merger TUI AG will hold a 51 per cent. stake in TUI Travel PLC, with existing First Choice shareholders holding 49 per cent. (calculated on a fully diluted basis). TUI Travel PLC will be fully consolidated into TUI AG`s accounts. The merger is expected to complete in the third quarter of 2007.

The Merger is subject to approval by the relevant anti-trust authorities and the shareholders of First Choice. As authorised by the Supervisory Board of TUI AG in an extraordinary meeting last night, the executive board has approved the Merger. Approval of TUI AG shareholders is not required.

Chief Executive Officer designate of the new company is Peter Long, who is currently Chief Executive of First Choice, Dr. Michael Frenzel, currently Chief Executive of TUI AG will become Non-executive Chairman.

The board will consist of 17 members, including Sir Mike Hodgkinson (Deputy Chairman), Peter Rothwell (Deputy Chief Executive Officer), Paul Bowtell (Chief Financial Officer), Will Waggott (Group Commercial Director), Christoph R. Mueller (Aviation Director) and Dr. Volker Bottcher (Managing Director Central Europe).

The travel company being created under the umbrella of TUI Travel PLC will have, on the basis of the composite figures of the 2006 financial year, a revenue of about €18 billion (