Agreement regarding cross-national informing and hearing of employees of the Thomas Cook Group, 26 June 2002

Agreement regarding cross-national informing and hearing of employees of the
Thomas Cook Group

(European Works Council “EWC”)
As of: 26th of June 2002

Preamble

The purpose of this agreement is to regulate the social dialogue between the group management and the labour representations elected in the European association of enterprises as defined by the requirements for forming a European Works Council (in the following referred to as EWC).

The state of developments of Thomas Cook AG in the European countries and the connected utilisation and exhaustion of the European market involves differentiated requirements on tourist services in an integrated group in a way never experienced before.

For this and for the consequent permanent alteration processes, the mutual understanding between the company and its employees is required. This shall be supported by informing and hearing cross-national labour representations, the European Works Council (EWC). Group management and EWC conduct the dialogue on the basis of mutual trust.

Legal or other informing or hearing rights at a national level will not be affected by this agreement.

1.Area of Application

The EWC is a cross-national representation of group employees from EU-countries including employees with an SAG/AMC employment contract. The EWC also represents the ground crew and the flight crew of the airlines.

Everybody agrees that besides the EWC in the Thomas Cook group, no additional European employee committee will be formed that can demand a cross-national dialogue with group management. As defined by this agreement, Thomas Cook AG and all controlled associated companies of Thomas Cook AG in the EU belong to the Thomas Cook group. For the ability to have a controlling influence, the presumption rules laid down in article 3, paragraph 2 of the guidelines, dated 22 September 1994 and §6, paragraph 2 of the EWR-law apply.

2.Tasks of the European Works Council

The EWC is responsible for all issues listed in the following that concern at least two businesses or companies in different member states.

a)Once every calendar year, the EWC receives detailed information regarding the development of the business situation and the perspectives of the Thomas Cook group from the group management.

    In particular this concerns
    -the structure of the company group;

-the expected development of the business and marketing situation;
-strategies for the business and marketing policies;
-the employment situation and its expected development;
-strategies for the employment policies;
-the (planned) investments;

    -fundamental changes of the organisation;

    -relocation, mergers or closure of substantial company portions.

b)In unusual circumstances that are of great effect to the interests of the employees, the EWC receives from the group management, detailed information in time, on presentation of the required documentation.

    Unusual circumstances are in particular
    -the relocation and/or closure of companies, businesses or important business portions;
    -intended mass dismissals.

The informing and hearing takes place in such a timely manner that the EWC or workgroups that are appointed by it can develop points of view that can influence the final decision of the group management.

The EWC cannot deal with subjects that fall solely within the purview of a national labour representation; this does not apply if these subjects could have substantial effects on the employees in other countries. In deviation of this, the EWC does not have any powers for cross-national employment of aeroplanes as far as not more than two countries are affected and no direct personnel effects are involved. In this case, it is solely the responsibility of the affected national labour representations.

Not included are also wage and salary concerns and personal and party political matters.

3.Composition and membership

The EWC is a labour representation of the companies of Thomas Cook group according to clause 1, paragraph ?, clause 2 and 3 of this agreement within the purview of the law concerning European works councils, dated 28 October 1996.

An employee representative is delegated to the EWC from each member state in which the Thomas Cook group has a company and/or business, if more than 150 employees are employed in this country.

If the number of employees in a member state is

-more than 1500, but less than 3000,
the number is increased to 2

-more than 3000, but less than 4000,
the number is increased to 3

-more than 4000, but less than 5000,
the number is increased to 4

-more than 5000, but less than 6000,
the number is increased to 5

-as of 6000 the number is increased to 6.

If more than 1 employee representative is delegated from one country, they should possibly be from different companies and business areas.

The election of the country representatives is performed in accordance with the respective national laws. For each member, a substitute member is elected.

4.Mandate duration

The membership in the EWC ends 4 years after the election or designation of a member. Repeated re-election is possible.

In accordance with the regulations for their election and/or designation, the members of the EWC can be recalled by those employee representatives that delegated them to the European Works Council.

If a member of the EWC looses his/her mandate from being recalled or leaving the company (and/or group of companies) or due to the end of the term in office, as stated in paragraph 1, this space is to be filled with the elected substitute member; if the substitute member also leaves, a new member and substitute member from the member state from which the member that lost his/her mandate originated are to be nominated.

5.Co-operation within the EWC

The EWC elects a chairman and two representatives that manage as the EWC-committee, the businesses of the EWC.

The chairman, and in case of being prevented, a representative, represent the EWC internally and externally.

The EWC can produce rules of procedures for itself.

The group provides the EWC with all the usual group-internal means of communication. The EWC can also use the WC-secretary’s office at the EWC chairman’s place of business.

All members of the EWC are entitled to receive written information of the EWC in English.

The members of the EWC-committee are entitled access to all controlled businesses of the group subsequent to prior notification of each responsible local management.

To support the tasks of the EWC, through a resolution of the EWC, experts can be consulted as far as this is necessary for the proper fulfilment of its tasks. The group bears the expert costs within the scope of the principles developed in the German collective labour law.

The members of the EWC report in their home countries of the EWC activities according to their national practices. The EWC can also decide on additional cross-national information.

The EWC can report about its activities in existing internal employees’ newspapers and other appropriate publications.

6.Meetings

The EWC meets at least once every year. It can call for a second meeting during the year.Additional meeting may only be called with the consent of the group management.

Time and location of the meetings shall be co-ordinated with the group management. The meetings shall take place in EU-countries. When choosing the time and location of the meetings, cost factors shall be considered. As far as possible, the meetings shall take place on group-internal premises.

At least one representative from the group management will participate in the meetings.

The EWC-committee can invite guests as long as the group does not incur costs that exceed € 5,000 p.a. To protect business secrets, guests can be excluded from meetings completely or temporarily upon request of EWC and group management.

Meetings of EWC take a maximum of three days. The EWC is entitled to meet with representatives of the national labour representations of the country in which the meeting takes place. These gatherings shall preferably take place during the meeting days.

The EWC passes resolutions with the majority of the members present.

The language of the meeting is German. As far as required, simultaneous translators will be provided.

Written documents are only legally binding in German.

7.Entitlement for training

In accordance with the respective valid national law, the members are entitled to participate in training and continuing education, as far as required within the scope of their occupation. This entitlement is limited to four weeks within a time period of four years.

It applies in particular for the following thematic complexes:

ØTasks of the EWC
ØEuropean labour law
ØEconomic basics.

To participate in such training measures, the EWC members require a valid resolution of the EWC and/or their national labour representation according to relevant national law.

When selecting the scheduled time of the specific measure, company requirements of the national employer are to be observed; the employer is always to be notified beforehand.

8.Costs

The group bears all costs incurring from the work of the EWC. This applies for furnishing the required material, personnel and financial means.

Thomas Cook AG bears in particular the costs incurring for the organisation of the meetings, including interpreter costs and accommodation and catering costs for the EWC members.

Travel costs and training costs are always borne by the delegating associated companies.

9.Protection of EWC members

EWC members are protected to exercise their functions in the same way as they would be or are protected according to the applicable law of the respective country of origin as an employee representative.

The EWC members are released from their occupational activities whilst receiving continued payment of their income for exercising their functions within the scope of this agreement to the necessary extent without setting-off against possibly existing legal time quotas for national works council activities. This equally applies to activities during and outside the regular working hours of EWC members.

The EWC members must not be obstructed in their activities and must not be put at a disadvantage or be favoured.

10.Obligation to maintain confidentiality

The members and substitute members of the EWC are obliged not to pass on business secrets to third parties that they became familiar with due to their membership in the EWC and that were explicitly described as in need of confidentiality by the employer.

This also applies after leaving the EWC. Experts and guests are obliged to observe secrecy the same way.

The confidentiality obligation does not apply within the EWC and not against company labour representations that are obligated themselves to maintain secrecy according to the law applicable in the respective country, and also not against employee representatives in the supervisory board of the Thomas Cook group.

11.Applicability of national law

This agreement does not affect the other rights that employees and/or their representatives are entitled to according to the law of individual countries.

12.Term of the Agreement

This agreement will be in effect as of . It can be cancelled with a notice of 6 months to the end of a calendar year, but at the earliest for 31 December 2006.

In the case of substantial changes in the structure of the company and/or the number of the individual businesses, negotiations will start regarding a corresponding adjustment of this agreement.

Thomas Cook AGFor the employee representatives

Appendix

Number of employees in the individual countries and the number of mandates:

Member state
Number of MA VZ
Number in percents
Mandates in the EWC*
UK
14617
55 %
6
Germany
5968
22,5 %
5
France
1644
6,2 %
2
SAG/AMC
1700
6,4 %
2
(=target area management)
Spain
983
3,7 %
1
Belgium
626
2,4 %
1
Netherlands
690
2,6 %
1
Portugal
223
0,8 %
1
Austria
64
0,3 %
0
Greece
12
0
Luxembourg
< 20
0,1 %
0
Total
26542
19

Supplemental agreement regarding cross-national informing and hearing of employees of
Thomas Cook Group

1.As permanent guests of the EWC, one trade union representative from Germany and Great Britain each participate in an advisory capacity. They will be nominated by the European co-ordination group for union related tourism questions ETLC.

    2. According to § 117 BetrVG, employees that are employed in air traffic in Germany are entitled to a representative in the EWC.

Thomas Cook AGfor the employee representatives