TUI AG : Admission of Subscription Rights settled in the form of Depositary Interests (DI Pre-Emptive Rights) and notice of intention to cancel trading of DI Pre-Emptive Rights

TUI AG (TUI) TUI AG: Admission of Subscription Rights settled in the form of Depositary Interests (DI Pre-Emptive Rights) and notice of intention to cancel trading of DI Pre-Emptive Rights 11-Oct-2021 / 14:39 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

-----------------------------------------------------------------------------------------------------------------------

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES OR OTHER SECURITIES. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL OFFERING CIRCULAR.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED BELOW). THE PRICE AND VALUE OF SECURITIES OF THE COMPANY 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.

TUI AG

Admission of Subscription Rights settled in the form of Depositary Interests (DI Pre-Emptive Rights) and notice of intention to cancel trading of DI Pre-Emptive Rights

Hanover, 11 October 2021

Further to the announcement on 6 October 2021, TUI AG (the Company) announces that it has finalised its application to the London Stock Exchange for the admission of 77,277,809 DI Pre-Emptive Rights to trading on a multilateral trading facility of the London Stock Exchange. The Company expects the admission to become effective tomorrow.

The Company intends to cancel the trading of the DI Pre-Emptive Rights on a multilateral trading facility of the London Stock Exchange (the Cancellation). It is expected that the Cancellation will take effect at 17:15 BST on 21 October 2021.

All acceptances in respect of the DI Pre-Emptive Rights must be submitted so as to settle by no later than 10:00 BST on 26 October 2021, in accordance with the instructions in the UK Prospectus (as defined below). The DI Pre-Emptive Rights will settle on a T+1 basis.

Unexercised DI Pre-Emptive Rights will lapse and will not be sold. The New Shares to which those unexercised DI Pre-Emptive Rights relate may be sold in the Rump Placement, but shareholders or investors will not be entitled to receive any proceeds from such sale, including any premium, as such payment is restricted under the laws of Germany. Therefore, shareholders or investors who take no action will not receive any compensation for any unexercised Subscription Rights or DI Pre-Emptive Rights and will be diluted.

A prospectus (the German Prospectus) setting out the full details of the Offering, including a full timetable of key dates, was approved by the German Federal Financial Supervisory Authority (BaFin) on 6 October 2021. For the purposes of the UK Admission, a separate prospectus (the UK Prospectus) was approved on the same day by the UK Financial Conduct Authority (FCA). Both prospectuses are available on the Company's website (https://www.tuigroup.com/en-en/investors/ capital-increase-october-2021). A copy of the German Prospectus is available on the website of BaFin (www.bafin.de) and the website of the European Securities And Markets Authority (https://registers.esma.europa.eu/publication/), and a copy of the UK Prospectus was submitted to the National Storage Mechanism and is available for inspection at https:// data.fca.org.uk/#/nsm/nationalstoragemechanism. The information in this announcement should be read in conjunction with both the German Prospectus and the UK Prospectus (together, the Prospectuses).

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

For further information, please contact:

Mathias Kiep, Group Director Investor Relations, Corporate Finance & Controlling

Tel: [phone]

Nicola Gehrt, Director, Head of Group Investor Relations Tel: [phone]

Contacts for Analysts and Investors in UK, Ireland and Americas

Hazel Chung, Senior Investor Relations Manager Tel: [phone]

Contacts for Analysts and Investors in Continental Europe, Middle East and Asia

Ina Klose, Senior Investor Relations Manager Tel: [phone]

Media

Kuzey Alexander Esener, Head of Media Relations Tel: [phone]

IMPORTANT NOTICES

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates, or in any other jurisdiction in which the distribution, release or publication would be restricted or prohibited. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company (the Securities) in the United States or any other jurisdiction. The distribution of this announcement into jurisdictions may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Securities have not been, and will not be, registered under the Securities Act. There will be no public offer of securities in the United States.

This announcement is an advertisement and not a prospectus for the purposes of Prospectus Regulation (Regulation (EU) 2017/1129) (the Prospectus Regulation) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (the UK Prospectus Regulation). The public offering of certain Securities in Germany and the United Kingdom will be made exclusively by means of and on the basis of the published German Prospectus of the Company which has been approved by the BaFin in Germany, and on the basis of the published UK Prospectus of the Company which has been approved by the FCA in the United Kingdom, in each case which approval should not be understood as an endorsement of any Securities offered. Investors must not subscribe for or purchase any Securities referred to in this announcement except on the basis of information contained in the German Prospectus or UK Prospectus, as applicable, 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 should read the German Prospectus, UK Prospectus or the international offering circular, as the case may be (together with any amendments or supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities. The German Prospectus is available on the website of the BaFin (www.bafin.de), the website of the Company (https://www.tuigroup.com/en-en/investors/ capital-increase-october-2021) and the website of the European Securities And Markets Authority (https:// registers.esma.europa.eu/publication/). The UK Prospectus was submitted to the National Storage Mechanism and is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the website of the Company ( https://www.tuigroup.com/en-en/investors/capital-increase-october-2021).

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.

(MORE TO FOLLOW) Dow Jones Newswires

October 11, 2021 08:40 ET (12:40 GMT)