TUI AG

Publication of Circular containing a Notice of General Meeting,

Proposed Reduction of Nominal Value and Capital Increase and Proposed Approval of Convertible Silent Participation

14 December 2020

On 2 December 2020 TUI AG (the Company) announced it had agreed a €1.8 billion financing package (the Financing Package) with the German Economic Support Fund (Wirtschaftsstabilisierungsfond) (the WSF), Unifirm Limited, a syndicate of underwriting banks and KfW to enable the Company to improve its liquidity position, repay indebtedness and meet its general capital requirements. 

The Company has today published a circular (the Circular) containing a notice of an extraordinary general meeting (the General Meeting) for shareholders to consider, and if thought fit, approve resolutions relating to the Company's share capital and the grant of instruments with conversion or subscription rights to shares in the Company in connection with the Financing Package.

The General Meeting will be held at 10:00 a.m. GMT (11:00 a.m. CET) on Tuesday, 5 January 2021, and will be conducted as a virtual meeting from the registered office of the Company, Karl-Wiechert-Allee 4, 30625 Hanover, Germany. On 14 December 2020 the Company issued an invitation to the General Meeting to its shareholders (as required under German law).

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

The Financing Package comprises a number of elements, including a reduction of the Company's share capital (without merging shares), followed by an increase in the share capital of the Company by way of a fully underwritten rights issue (the Rights Issue) as follows:

1. a reduction of the registered share capital (Grundkapital) of the Company from €1,509,372,235.83 to €590,415,100.00 in order to reduce the pro rata amount of the share capital attributable to each no-par value share from currently approximately €2.56 to precisely €1.00 (the Nominal Share Amount Reduction);
2. an increase in the registered share capital (Grundkapital) of the Company by €508,978,534.00, divided into 508,978,534 Shares in the capital of the Company with a nominal value notionally allocated to each such share of €1.00, to an aggregate share capital of €1,099,393,634.00 divided into 1,099,393,634 Shares in with a nominal value notionally allocated to each Share in the capital of the Company of €1.00 (the Capital Increase).

In order to effect the Nominal Share Amount Reduction and the Capital Increase, the Shareholders are required to approve the relevant Resolutions relating to the Nominal Share Amount Reduction and the Capital Increase, which will be put to the Shareholders at the General Meeting.

The Financing Package also includes, amongst other things, a convertible German law 'silent participation' (stille Beteiligung) private instrument (the Convertible Silent Participation) which will be issued to the WSF in a single tranche of €420 million.  The Convertible Silent Participation will give the WSF (or its legal successor, e.g., following an assignment) a right at any time to convert into shares in the Company at €1.00 per share, provided that the WSF's conversion rights under such Convertible Silent Participation and/or a warrant instrument it is currently holding will be subject to a cap on the WSF's shareholding in the Company of no more than 25% plus one share in the Company's issued share capital.

The Shareholders are required to approve at the General Meeting the Resolution authorising the Company to grant the conversion rights contemplated in the Convertible Silent Participation, before the instrument can be issued to the WSF, and to conditionally increase the registered share capital (Grundkapital).

The two Resolutions relating to the Nominal Share Amount Reduction and the Capital Increase and the Resolution relation to the Convertible Silent Participation are all required to be approved by the Shareholders in order for the Financing Package to be implemented.

A copy of the Circular, including the notice of General Meeting, will shortly be made available in the Company's website www.tuigroup.com/en-en/investors/agm and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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