This announcement is an advertisement and is not a prospectus within the meaning of the Regulation (EU) 2017/1129, as amended, and the Prospectus Regulation EU 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 or otherwise.

328,910,448 New ordinary registered Shares with no par value of the Company (the “New Shares”) will be offered at a subscription ratio of 8:3 (8 New Shares for 3 existing shares). The subscription price of €5.55 per New Share represents a discount to TERP (theoretical ex-rights price) of approx. 39.85%.

Alexey A. Mordashov – or any connected person or entity (together, the “Major Shareholder Sanctioned Persons or Entities”) – indirectly holds 30.91% in the Company via Unifirm Limited and Severgroup LLC. These shares are subject to a loss of rights as a result of far-reaching sanctions and under German securities law. The Major Shareholder Sanctioned Persons or Entities can therefore not participate in the Rights Issue and no subscription rights will be granted to them.

The Rights Issue excludes new shares attributable to any Major Shareholder Sanctioned Person or Entity and will be secured through an underwriting commitment by a syndicate of banks, subject to terms and conditions in line with market practice for similar transactions.

Existing shareholders, other than Major Shareholder Sanctioned Persons or Entities, can exercise their Subscription Rights for New Shares during the subscription period from and including 28 March 2023 up to and including 17 April 2023 (the “Subscription Period”) through their respective depositary banks. Investors are recommended to follow the respective guidelines of their depositary banks.

Investors holding depositary interests in the Company’s shares (“DIs”) on 29 March 2023 will be credited with pre-emptive subscription rights (“DI Pre-Emptive Rights) that will allow them to acquire additional DIs representing New Shares. Investors may exercise their DI Pre-Emptive Rights from and including 30 March 2023 (after being credited with them) up to 10:00 (BST) on 17 April 2023 (the “DI Subscription Period”).

The Company intends to use the net proceeds of the Offering of approx. €1.75 billion to reduce interest costs and debt. As previously agreed with the WSF, the €420.0 million convertible Silent Participation I made available by the WSF and the outstanding €58.7 million 2020/2026 Bonds with Warrants, including all warrants, issued to the WSF and including accrued interest at a total market value of around €750 million will be repaid in full. Additionally, the net proceeds will be used for the full repayment of current drawings under the KfW facility. As of 23 March 2023 these amounted to around €440 million. With the remaining net proceeds of approx. €568 million the current drawings under the €1,454 million Cash Facility will be reduced to approx. €870 million. As of 23 March 2023 the drawings under this facility amounted to around €1,438 million. In addition, the Company intends to significantly reduce the €2.1 billion credit line under the KfW facility to €1.1 billion.

Today’s announced capital increase and significant return of government funding allows for a considerable improvement in TUI’s credit metrics and reduces ongoing interest costs, allowing the Group to focus on growth and further market recovery.

As a result of the use of the net proceeds of the Offering, in addition to having repaid the Silent Participation I, the Group’s net debt of €3.4 billion as of 30 September 2022 would have been reduced by around €1.0 billion. This would reduce net interest payments over an equivalent 12 month period, including the Silent Participation I coupon, by approx. €80 million - €90 million. The Company considers that, on the basis of the reduction in its debt position following completion of the Offering and its current expectations in respect of trading performance, its equivalent gross leverage ratio for its financial year 2023 would fall to around 3.0x.

TUI confirms a continuation of its encouraging booking momentum which it reported at its Q1 results on 14 February 2023.

All capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectuses.

Nicola Gehrt, Group Director Investor Relations

+ 49 (0)511 566 1435

Adrian Bell, Senior Investor Relations Manager

+49 (0)511 566 2332

James Trimble, Investor Relations Manager

+ 44 (0)1582 315 293

Stefan Keese, Investor Relations Manager (Retail Investors)

+ 49 (0)511 566 1387

Kuzey Alexander Esener, Head of Media Relations

+ 49 (0)511 566 6024

IMPORTANT NOTICE

The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Securities are being offered and sold by way of private placements (i) in the United States, only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and (ii) outside the United States, to eligible investors in offshore transactions in accordance with Regulation S under the Securities Act.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Offering. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on them by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Barclays Bank Ireland PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG, COMMERZBANK Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, UniCredit Bank AG, HSBC Trinkaus & Burkhardt GmbH, Société Générale, Crédit Agricole Corporate and Investment Bank, ING Bank N.V. and Natixis (together, the Banks), Barclays Bank PLC and Merrill Lynch International (together, the Sponsors), the Sponsors nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Offering and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks, the Sponsors and their respective affiliates and its and their respective directors, officers, employees, advisers or agents accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether direct or indirect, arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Banks, Sponsors and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

Each of the Banks and Sponsors is acting exclusively for the Company in connection with the Offering and they are acting for no one else. The Banks and Sponsors will not regard any other person as their respective clients in relation to the Offering or any other matter in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, each of the Banks and any of their respective affiliates, may take up a portion of the Securities as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell or otherwise deal for their own accounts in such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, placing or dealing by each of the Banks and any of their affiliates in such capacity. In addition, certain of the Banks or their affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of Securities. None of the Banks or any of their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the German Prospectus or UK Prospectus published, or the international offering circular issued, by the Company in connection with the Offering, as the case may be (together with any amendments or supplements thereto) and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Banks, the Sponsors or any of their respective affiliates.

Certain statements included in this announcement are forward-looking. These statements can be identified by the fact that they do not relate only to historical or current facts. By their nature, they involve risk and uncertainties because they relate to events and depend on circumstances that will occur in the future. Actual results could differ materially from those expressed or implied by such forward-looking statements. The potential reasons for such differences include market fluctuations, the development of world market fluctuations, the development of world market commodity prices, the development of exchange rates or fundamental changes in the economic environment. The Company does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this announcement. The potential reasons for such differences include market fluctuations, the development of world market fluctuations, the development of world market commodity prices, the development of exchange rates or fundamental changes in the economic environment. The Company does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this announcement.

Forward-looking statements often use words such as “expects”, “may”, “will”, “could”, “should”, “intends”, “plans”, “predicts”, “envisages” or “anticipates” or other words of similar meaning. They include, without limitation, any and all projections relating to the results of operations and financial conditions of the Company and its subsidiary undertakings from time to time (the ‘Group’), as well as plans and objectives for future operations, expected future revenues, financing plans, expected expenditure and divestments relating to the Group and discussions of the Group’s business plan. All forward-looking statements in this announcement are based upon information known to the Group on the date of this announcement and speak as of the date of this announcement. Other than in accordance with its legal or regulatory obligations, the Group does not undertake to update or revise any forward-looking statement to reflect any changes in events, conditions or circumstances on which any such statement is based.

Actual results may differ from those expressed or implied in the forward-looking statements in this announcement as a result of any number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and are generally beyond the control of the Group, and it is not reasonably possible to itemise each item. Accordingly, readers of this announcement are cautioned against relying on forward-looking statements. All forward-looking statements made on or after the date of this announcement and attributable to the Company are expressly qualified in their entirety by the primary risks set out in that section.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Securities and determining appropriate distribution channels.