Hanover, 23 February 2023

TUI AG completes agreed reverse stock split at a ratio of 10 to 1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

  • TUI AG completes agreed reverse stock split – number of shares issued decreases from approx. 1.785 billion to 178,520,585 shares 
  • Shares will be traded under the new securities identification number WKN: TUAG50 (ISIN: DE 000 TUAG50 5) as of 24 February 2023
  • Capital reduction as an important milestone on the way to refinancing the Group

TUI AG has implemented the 10-for-1 reverse stock split resolved by last week's Annual General Meeting as planned. The number of shares issued will decrease from approximately 1.785 billion to 178,520,585. The shares will be traded on the stock exchange from 24 February 2023 under the new securities identification number WKN: TUAG50 (ISIN: DE 000 TUAG50 5). This replaces the previous securities identification number WKN: TUAG00 (ISIN: DE 000 TUAG00 0). The conversion of the securities holdings does not affect trading in TUI shares and is carried out automatically by the custodian bank. The share price will automatically increase by a factor of 10.

The capital reduction has no effect on the shareholders' assets or their individual shares in the share capital of TUI AG. It is a purely accounting measure.

For shareholders whose current number of shares is not divisible by 10, the so-called 'fractional adjustment' will start in the coming week: The resulting fractional rights can either be sold or additional fractional rights can be purchased in order to reach a number of shares divisible by 10. This step will also be handled by the custodian banks on behalf of the shareholders. If a corresponding order is not placed, the respective fractional shares will be generally sold and the proceeds credited to the shareholder. The fractional shares are not traded on a stock exchange. Some depositary banks do not grant their shareholders the option of purchasing fractional rights. In these cases, fractions not divisible by ten are automatically sold by the custodian banks at the end of the conversion period and the shareholders are credited with the corresponding value. Details should always be obtained from the depositary bank.

The consolidation of the shares is a prerequisite for the capital increase planned in the course of the year. The Group intends to use the proceeds to repay the state aid provided by the Economic Stabilization Fund (WSF) in full by the end of the year. In addition, KfW's credit line is to be significantly reduced and the balance sheet strengthened.

About TUI Group

The TUI Group is one of the world's leading tourism groups and operates worldwide. The Group is headquartered in Germany. TUI shares are listed in the Prime Standard of the Frankfurt Stock Exchange, in the regulated market of the Lower Saxony Stock Exchange in Hanover and in the FTSE 250, an index of the London Stock Exchange. TUI Group offers its 19 million customers integrated services from a single source and forms the entire tourism value chain under one roof. The Group owns over 400 hotels and resorts with premium brands such as RIU, TUI Blue and Robinson and 16 cruise ships, ranging from the MS Europa and MS Europa 2 in the luxury class and expedition ships in the HANSEATIC class to the Mein Schiff fleet of TUI Cruises and cruise ships operated by Marella Cruises in the UK. The Group also includes Europe's leading tour operator brands and online marketing platforms, for example for hotel-only or flight-only offers, five airlines with more than 130 modern medium- and long-haul aircraft and around 1,200 travel agencies. In addition to expanding its core business with hotels and cruises via successful joint ventures and activities in vacation destinations, TUI is increasingly focusing on the expansion of digital platforms. The Group is transforming itself into a global tourism platform company.

Global responsibility for sustainable economic, environmental and social action is at the heart of our corporate culture. With projects in 25 countries, the TUI Care Foundation initiated by TUI focuses on the positive effects of tourism, on education and training and on strengthening environmental and social standards. In this way, it supports the development of vacation destinations. The globally active TUI Care Foundation initiates projects that create new opportunities for the next generation.

Disclaimer

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. The securities referred to herein have not been and will not be registered under the Securities Act. No public offering of securities is being made in the United States.

This publication is an advertisement for the purposes of the Prospectus Regulation EU 2017/1129 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.

This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering in Germany and the United Kingdom will be made solely by means of, and on the basis of, securities prospectuses which are to be published. An investment decision regarding the publicly offered securities of TUI AG should only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin) or of the securities prospectus approved by the UK Financial Conduct Authority (FCA), which approval should not be understood as an endorsement of the securities offered. The securities prospectuses will be published prior to the commencement of the public offering and will be available free of charge at www.tuigroup.com.

The materials are only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors”).

The present material contains various statements relating to TUI Group’s and TUI AG’s future development. These statements are based on assumptions and estimates. Although we are convinced that the forward-looking statements are realistic, they are not guarantees of future performance since our assumptions involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Such factors include market fluctuations, the development of world market prices for commodities and exchange rates or fundamental changes in the economic environment. TUI does not intend to and does not undertake any obligation to update any forward-looking statements in order to reflect events or developments after the date of this material.