THISOFFERINGMEMORANDUMISAVAILABLEONLYTOINVESTORSWHOARE ......true, complete and not misleading. neither any such fact nor the fact that an exemption or exception is available for a

NOTICE

THIS OFFERING MEMORANDUM IS AVAILABLE ONLY TO INVESTORS WHO AREEITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144AUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR(2) PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THEU.S. SECURITIES ACT) AND WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCEWITH REGULATION S UNDER THE U.S. SECURITIES ACT (AND, IF INVESTORS ARERESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIEDINVESTOR).

IMPORTANT: You must read the following before continuing. The following applies to theOffering Memorandum following this notice, whether received by email or otherwise received as aresult of electronic communication. You are advised to read this disclaimer carefully before reading,accessing or making any other use of the Offering Memorandum. In accessing the OfferingMemorandum, you agree to be bound by the following terms and conditions, including anymodifications to them, each time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OFSECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THESECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OROTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT ANDAPPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING MEMORANDUM WILL BE ACCESSIBLE IN ELECTRONICFORMAT AND YOU ACKNOWLEDGE THAT YOU RECEIVED THIS OFFERINGMEMORANDUM IN A FORM THAT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANYOTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR INPART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN AVIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHERJURISDICTIONS.

Confirmation of your representation: In order to be eligible to view the Offering Memorandumor make an investment decision with respect to the notes, investors must be either (1) qualifiedinstitutional buyers within the meaning of Rule 144A under the U.S. Securities Act (“QIBs”) or (2)persons who are not U.S. persons (as defined in Regulation S under the U.S. Securities Act) and whoare outside of the United States in offshore transactions in reliance on Regulation S under theU.S. Securities Act; provided that investors resident in a Member State of the European Economic Areamust be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and anyrelevant implementing measure in each Member State of the European Economic Area). The OfferingMemorandum is being sent at your request. By accepting this e-mail and by accessing the OfferingMemorandum, you shall be deemed to have represented to us and the initial purchasers set forth in theattached Offering Memorandum (collectively, the “Initial Purchasers”) that:

(1) you acknowledge that you are receiving such Offering Memorandum in electronic format, and

(2) either you and any customers you represent are:

(a) QIBs, or

(b) outside the United States and that you are not located in the United States, its territoriesand possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,Wake Island and the Northern Mariana Islands), any State of the United States or theDistrict of Columbia (and if you are resident in a Member State of the EuropeanEconomic Area, you are a qualified investor).

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You are reminded that the Offering Memorandum has been delivered to you on the basis that youare a person into whose possession the Offering Memorandum may be lawfully delivered in accordancewith the laws of the jurisdiction in which you are located and you may not, nor are you authorized to,deliver the Offering Memorandum to any other person.

Under no circumstances shall the Offering Memorandum constitute an offer to sell or thesolicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful. If a jurisdiction requires that the offering bemade by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasersis a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the InitialPurchasers or such affiliate on behalf of the issuer in such jurisdiction.

The Offering Memorandum has not been approved by an authorized person in the UnitedKingdom. The notes may not be offered or sold other than to persons whose ordinary activities involvethese persons in acquiring, holding, managing or disposing of investments (as principal or agent) forthe purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or disposeof investments (as principal or agent) for the purposes of their businesses where the issue of the noteswould otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act2000 (the “FSMA”) by us. In addition, no person may communicate or cause to be communicated anyinvitation or inducement to engage in investment activity (within the meaning of Section 21 of theFSMA) received by it in connection with the issue or sale of the notes other than in circumstances inwhich Section 21(1) of the FSMA does not apply to us.

The Offering Memorandum has been addressed to you in an electronic form. You are remindedthat documents transmitted electronically may be altered or changed during the process of electronictransmission and consequently none of the Initial Purchasers, any person who controls any initialpurchaser, or any of their respective directors, officers, employees or agents accepts any liability orresponsibility whatsoever in respect of any difference between the Offering Memorandum accessed byyou in electronic format and any version that will be provided to you at a later date.

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Offering Memorandum Not for General Distributionin the United States of America

TUI AG€300,000,000 4.50% Senior Notes due 2019

TUI AG, incorporated as a public stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany(“TUI” the “Company” or the “Issuer”), is offering (the “Offering”) €300,000,000 aggregate principal amount of its 4.50%Senior Notes due 2019 (the “Notes”). We will pay interest on the Notes semi-annually on each April 1 and October 1,commencing April 1, 2015. The Notes will mature on October 1, 2019. Prior to October 1, 2016, we will be entitled, at our option,to redeem all or a portion of the Notes at a price equal to 100% of the principal amount thereof plus accrued and unpaid interestand additional amounts, if any, plus a “make-whole” premium. We may redeem some or all of the Notes at any time on or afterOctober 1, 2016, at the redemption prices set forth in this offering memorandum (the “Offering Memorandum”). In addition,prior to October 1, 2016, we may redeem at our option up to 35% of the Notes with the net proceeds from certain equity offerings.If we undergo a change of control or sell certain of our assets, we may be required to make an offer to purchase the Notes at 101%of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any. In the event of certaindevelopments affecting taxation, we may redeem all, but not less than all, of the Notes.

Pending occurrence of the Escrow Release Date (as defined herein), the Issuer will direct the Initial Purchasers (as definedherein) to deposit the gross proceeds from the offering into an escrow account held by the Escrow Agent (as defined herein) forthe benefit of the Trustee (as defined herein) and the holders of the Notes. The escrow account will not be pledged in favor of theTrustee. The escrowed proceeds will be used for general corporate purposes and refinancing certain of the Company’s existingindebtedness and will be subject to the escrow release. If the Escrow Release Date (as defined herein) has not or cannot occur bythe Escrow Longstop Date (as defined herein), then all Notes will be subject to a special mandatory redemption at a price equal to100%, if redeemed on or before June 30, 2015, or 101%, if redeemed thereafter, of the Notes’ initial issue price, plus accrued andunpaid interest and additional amounts, if any, from the Issue Date (as defined herein) to the special mandatory redemption date.See “Description of the Notes—Escrow of Proceeds; Special Mandatory Redemption.”

The Notes will be senior debt of the Issuer and will rank pari passu in right of payment to all of the Issuer’s existing andfuture senior indebtedness and will be effectively subordinated to the Issuer’s existing and future secured indebtedness to theextent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and futureobligations of subsidiaries of the Issuer that are not Guarantors (as defined herein). As of the Issue Date, the Notes will not beguaranteed by any of the Issuer’s Restricted Subsidiaries (as defined herein). In the future, certain Restricted Subsidiaries of theIssuer may guarantee (the “Notes Guarantees”) the Notes on a senior basis if and to the extent any of such RestrictedSubsidiaries becomes a guarantor under the New RCF Agreement (each of the foregoing undefined terms as defined herein). Eachsuch Notes Guarantee will be subject to contractual and legal limitations and may be released under certain circumstances. See“Risk Factors—Risks Relating to the Notes and the Notes Guarantees—Each Notes Guarantee will be subject to certainlimitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit its validity andenforceability” and “Certain Insolvency Law Considerations and Limitations on Validity and Enforceability of Notes Guarantees.”This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices,covenants and transfer restrictions.

This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg act dated July 10, 2005 onprospectuses for securities, as amended, and includes information on the terms of the Notes, including redemption and repurchaseprices, covenants and transfer restrictions. We have applied to have the Notes listed on the Official List of the Luxembourg StockExchange (the “LxSE”) and traded on the LxSE’s Euro MTF market (the “Euro MTF Market”), which is not a regulated marketwithin the meaning of Directive 2004/39/EC on markets in financial instruments. There can be no assurance that this applicationwill be accepted.

Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 21.

Price for the Notes: 100.000% plus accrued interest, if any, from the issue date.

We expect that the Notes will be delivered in book-entry form through the Euroclear System (“Euroclear”) and ClearstreamBanking, société anonyme (“Clearstream”) on or about September 26, 2014 (the “Issue Date”).

The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, asamended (the “U.S. Securities Act”), or the laws of any other jurisdiction. The Notes may not be offered or sold within theUnited States or to, or for the account or benefit of, U.S. persons, except to “qualified institutional buyers” (as defined inRule 144A under the U.S. Securities Act) in reliance on the exemption from registration provided by Rule 144A under theU.S. Securities Act (“Rule 144A”) and to certain persons in offshore transactions in reliance on Regulation S under theU.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemptionfrom the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Notice to Investors” and “Plan ofDistribution” for additional information about eligible offerees and restrictions on transfers of the Notes.

Joint Global Coordinators and Joint Physical Bookrunners

Citigroup J.P. Morgan UniCredit BankJoint Bookrunners

Barclays BofA Merrill LynchBank of China

Frankfurt Branch Commerzbank Crédit Agricole CIBDNB Markets HSBC ING Lloyds Bank

Mediobanca NATIXIS Société GénéraleThe date of this Offering Memorandum is September 19, 2014.

DISCOVER THE NEW TUI !

TUI_AG_Anz_A4_RZ.indd 1 12.09.14 14:36

NOTICE TO INVESTORS

You should rely only on the information contained in this Offering Memorandum. None of theIssuer, the Joint Global Coordinators or the Bookrunners listed on the cover page has authorizedanyone to provide you with any information or represent anything about the Issuer, its financial resultsor this Offering that is not contained in this Offering Memorandum. If given or made, any such otherinformation or representation should not be relied upon as having been authorized by the Issuer, or anyof the Joint Global Coordinators or Bookrunners. None of the Issuer, the Joint Global Coordinators orBookrunners is making an offering of the Notes in any jurisdiction where this Offering is notpermitted. You should not assume that the information contained in this Offering Memorandum isaccurate as at any date other than the date on the front of this Offering Memorandum.

THE NOTES AND THE NOTES GUARANTEES HAVE NOT BEEN REGISTERED UNDER THEU.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TOOR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS UNLESS THE NOTES AREREGISTERED UNDER THE U.S. SECURITIES ACT, OR AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. SEE “PLANOF DISTRIBUTION” AND “TRANSFER RESTRICTIONS.” INVESTORS SHOULD BE AWARETHAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENTFOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBYNOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTIONFROM THE PROVISIONS OF SECTION 5 OF THE U.S. SECURITIES ACT PROVIDED BY RULE144A UNDER THE U.S. SECURITIES ACT.

No dealer, salesperson or other person has been authorized to give any information or to make anyrepresentation not contained in this Offering Memorandum and, if given or made, any such informationor representation must not be relied upon as having been authorized by the Issuer, any of its affiliatesor Citigroup Global Markets Limited, J.P. Morgan Securities plc or UniCredit Bank AG (together, the“Joint Global Coordinators”) or Barclays Bank PLC, BANK OF CHINA LIMITEDZweigniederlassung Frankfurt am Main Frankfurt Branch, Commerzbank Aktiengesellschaft, CréditAgricole Corporate and Investment Bank, DNB Markets, a division of DNB Bank ASA, HSBCBank plc, ING Bank N.V., London Branch, Lloyds Bank plc, Mediobanca – Banca di CreditoFinanziario S.p.A., Merrill Lynch International, Natixis or Société Générale (together, the “JointBookrunners” and, together with the Joint Global Coordinators, the “Initial Purchasers”) or any oftheir respective affiliates. This Offering Memorandum does not constitute an offer of any securitiesother than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any personin any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of thisOffering Memorandum nor any sale made under it shall, under any circumstances, create anyimplication that there has been no change in the affairs of the neither Issuer nor any of its subsidiariessince the date of this Offering Memorandum or that the information contained in this OfferingMemorandum is correct as of any time subsequent to that date.

By receiving this Offering Memorandum, investors acknowledge that they have had an opportunityto request for review, and have received, all additional information they deem necessary to verify theaccuracy and completeness of the information contained in this Offering Memorandum. Investors alsoacknowledge that they have not relied on the Initial Purchasers in connection with their investigationof the accuracy of this information or their decision whether to invest in the Notes. The contents of thisOffering Memorandum are not to be considered legal, business, financial, investment, tax or otheradvice. Prospective investors should consult their own counsel, accountants and other advisors as tolegal, business, financial, investment, tax and other aspects of a purchase of the Notes. In making aninvestment decision, investors must rely on their own examination of the Guarantors and other of theIssuer’s subsidiaries, the terms of the offering of the Notes and the merits and risks involved.

This Offering is being made in reliance upon exemptions from registration under theU.S. Securities Act for an offer and sale of securities that does not involve a public offering. The Notesand the Notes Guarantees have not been registered with, recommended by or approved by the U.S.Securities and Exchange Commission (the “SEC”) or any other U.S. federal, state or foreign securitiescommission or regulatory authority, nor has any such commission or regulatory authority reviewed orpassed upon the accuracy or adequacy of this Offering Memorandum. Any representation to thecontrary is a criminal offence.

This Offering Memorandum is being provided on a confidential basis (1) to “qualifiedinstitutional buyers,” as defined in Rule 144A under the U.S. Securities Act, for information use

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solely in connection with their consideration of the purchase of the Notes and (2) to non-U.S. personsin offshore transactions in reliance on Regulation S under the Securities Act. Its use for any otherpurpose is not authorized. This Offering Memorandum may not be copied or reproduced in whole or inpart, nor may it be distributed or any of its contents be disclosed to anyone other than the prospectiveinvestors to whom it is being provided.

The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject anycommitment to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the rightto allot less than the full amount of Notes subscribed by investors. The Initial Purchasers and certainrelated entities may acquire a portion of the Notes for their own account.

The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum.Furthermore, the Notes are subject to restrictions on transferability and resale and may not betransferred or resold except as permitted under the U.S. Securities Act and any other applicablefederal, state or foreign securities laws pursuant to registration or exemption therefrom. Persons intowhose possession this Offering Memorandum or any of the Notes come must inform themselves about,and observe any such restrictions. None of the Issuer, the Initial Purchasers or their respectiverepresentatives are making any representation to any offeree or any purchaser of the Notes regardingthe legality of any investment in the Notes by such offeree or purchaser under applicable investment orsimilar laws or regulations. For a further description of certain restrictions on the offering and sale ofthe Notes and the distribution of this Offering Memorandum, see “Notice to Certain EuropeanInvestors” and “Transfer Restrictions.”

To purchase the Notes, investors must comply with all applicable laws and regulations in force inany jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute thisOffering Memorandum. Investors must also obtain any consent, approval or permission required bysuch jurisdiction for investors to purchase, offer or sell any of the Notes under the laws and regulationsin force in any jurisdiction to which investors are subject. None of the Issuer, its respective affiliates orthe Initial Purchasers will have any responsibility therefor.

No action has been taken by the Initial Purchasers, the Issuer or any other person that wouldpermit an offering of the Notes or the circulation or distribution of this Offering Memorandum or anyoffering material in relation to the Issuer or its affiliates or the Notes in any country or jurisdictionwhere action for that purpose is required.

The Issuer accepts responsibility for the information contained in this Offering Memorandum. Tothe best of the knowledge and belief of the Issuer (having taken reasonable care to ensure that such isthe case), the information contained in this Offering Memorandum is in accordance with the facts in allmaterial respects and does not omit anything likely to affect the import of such information in anymaterial respect. The Issuer accepts responsibility accordingly.

IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (THE“STABILIZING MANAGER”) (OR PERSONS ACTING ON BEHALF OF THE STABILIZINGMANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TOSUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THATWHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THATTHE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZINGMANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTIONMAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OFTHE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BEENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYSAFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATIONFOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIREREVISED STATUTES, AS AMENDED (“RSA 421-B”) WITH THE STATE OF NEWHAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR APERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDINGBY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS

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TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACTTHAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR ATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAYUPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVENAPPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER ORCLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THISPARAGRAPH.

NOTICE TO CERTAIN EUROPEAN INVESTORS

European Economic Area

This Offering Memorandum has been prepared on the basis that all offers of the Notes will bemade pursuant to an exemption under Article 3 of the Prospectus Directive (as defined below) asimplemented in member states of the European Economic Area (the “EEA”), from the requirement toproduce a prospectus for offers of the Notes. Accordingly, any person making or intending to make anyoffer within the EEA of the Notes should only do so in circumstances in which no obligation arises forus or the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasershave authorized, nor do they authorize, the making of any offer of the Notes through any financialintermediary, other than offers made by the Initial Purchasers, which constitute the final placement ofthe Notes contemplated in this Offering Memorandum.

In relation to each member state of the EEA that has implemented the Prospectus Directive (each,a “Relevant Member State”), with effect from and including the date on which the ProspectusDirective is implemented in that Relevant Member State, the offer is not being made and will not bemade to the public of any Notes which are the subject of the offering contemplated by this OfferingMemorandum to the public in that Relevant Member State, other than:

a) to any legal entity that is a “qualified investor” as defined in the Prospectus Directive;

b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision ofthe 2010 PD Amending Directive, 150, natural or legal persons (other than “qualifiedinvestors” as defined in the Prospectus Directive), as permitted under the ProspectusDirective, subject to obtaining the prior consent of the relevant Initial Purchaser or InitialPurchasers nominated by us for any such offer; or

c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Notes shall require the publication by us or any Initial Purchaserof a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression “offer of Notes to the public” in relation to theNotes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investorto decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member Stateby any measure implementing the Prospectus Directive in that Relevant Member State and theexpression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, includingDirective 2010/73/EU (the “2010 PD Amending Directive”), to the extent implemented in theRelevant Member State), and includes any relevant implementing measure in each Relevant MemberState or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive other than inreliance on Article 3(2)(b).

Each subscriber for or purchaser of the Notes in the offering located within a member state of theEEA will be deemed to have represented, acknowledged and agreed that it is a “qualified investor”within the meaning of Article 2(1)(e) of the Prospectus Directive. We, the Initial Purchasers and theiraffiliates and others will rely upon the truth and accuracy of the foregoing representation,acknowledgement and agreement. Notwithstanding the above, a person who is not a “qualifiedinvestor” and who has notified the Initial Purchasers of such fact in writing may, with the consent ofthe Initial Purchasers, be permitted to subscribe for or purchase the Notes in the Offering.

Germany

The Notes may be offered and sold in the Federal Republic of Germany only in compliance withthe German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission

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Regulation No (EC) 809/2004 of April 29, 2004, as amended, or any other laws applicable in Germanygoverning the issue, offering and sale of securities. This Offering Memorandum has not been approvedunder the German Securities Prospectus Act or the Prospectus Directive and accordingly the Notes maynot be offered publicly in the Federal Republic of Germany. The Issuer has not filed and does notintend to file a securities prospectus with the German Federal Financial Supervisory Authority(Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) or obtain a notification to BaFin fromanother competent authority of a member state of the European Economic Area, with which a securitiesprospectus may have been filed, pursuant to Section 17(3) of the German Securities Prospectus Act.

United Kingdom

Members of the public are not eligible to take part in this Offering. This Offering Memorandum isfor distribution only to persons who (a) have professional experience in matters relating to investmentsfalling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (as amended, the “Financial Promotion Order”), (b) are persons falling within Article49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the FinancialPromotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation orinducement to engage in investment activity (within the meaning of section 21 of the FinancialServices and Markets Act 2000 (“FSMA”) in connection with the issue or sale of the Notes mayotherwise lawfully be communicated or caused to be communicated (all such persons together beingreferred to as “relevant persons”). This Offering Memorandum is directed only at relevant persons andmust not be acted on or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this Offering Memorandum relates is available only to relevant personsand will be engaged in only with relevant persons. Recipients of this Offering Memorandum are notpermitted to transmit it to any other person. Persons distributing this Offering Memorandum mustsatisfy themselves that it is lawful to do so. The Notes are not being offered to the public in the UnitedKingdom.

France

This Offering Memorandum has not been prepared in the context of a public offering in Francewithin the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of theRéglement Général of the Autorité des marchés financiers (the “AMF”) and therefore has not beensubmitted for clearance to the AMF or any other competent authority of another state that is acontracting party to the agreement on the EEA and notified to the AMF. Consequently, the Notes havenot been and will not be, directly or indirectly, offered or sold to the public in France, and neither thisOffering Memorandum nor any other offering material relating to the Notes has been or will bedistributed or caused to be distributed to the public in France. Such offers, sales and distribution of theNotes have been and will only be made in France to (a) providers of investment services relating toportfolio management for the account of third parties (personnes fournissant le serviced’investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors(investisseurs qualifiés) other than individuals, acting for their own account, as defined in, and inaccordance with, Articles L. 411-1, L. 411-2 and D. 411-1, D. 411.2, D. 734-1, D. 744-1, D. 754-1 andD. 764.1 of the Code of Monétaire et Financier and applicable regulations thereunder.

Luxembourg

The terms and conditions relating to this Offering Memorandum have not been approved by andwill not be submitted for approval to the Luxembourg Financial Services Authority (Commission deSurveillance du Secteur Financier) for the purposes of public offering or sale in the Grand Duchy ofLuxembourg (“Luxembourg”). Accordingly, the Notes may not be offered or sold to the public inLuxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular,prospectus, form of application, advertisement or other material may be distributed, or otherwise madeavailable in or from, or published in, Luxembourg except for the sole purpose of the admission totrading and listing of the Notes on the Official List of the LxSE and except in circumstances which donot constitute a public offer of securities to the public, subject to prospectus requirements, inaccordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended. Alisting of the Notes on the LxSE does not necessarily imply that a public offering in Luxembourg hasbeen authorized.

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Spain

This Offering has not been registered with the Comision Nacional del Mercado de Valores andtherefore the Notes may not be offered or sold in Spain by any means, except in circumstances whichdo not qualify as a public offer of securities in Spain in accordance with article 30bis of the SecuritiesMarket Act (Ley 24/1988, de 28 de julio del Mercado de Valores) as amended and restated, or pursuantto an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 (“RealDecreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 dejulio, del Mercado de Valores, en materia de admision a negociacion de valores en mercadossecundarios oficiales, de ofertas publicas de venta o suscripcion y del folleto exigible a tales efectos”).

The Netherlands

The Notes (including rights representing an interest in each global note that represents the Notes)may only be offered or sold to qualified investors within the meaning of article 5:3 (1)(a) inconjunction with article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Sweden

This Offering Memorandum is not a prospectus and has not been prepared in accordance with theprospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen(1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither theSwedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other Swedish public bodyhas examined, approved or registered this Offering Memorandum or will examine, approve or registerthis offering memorandum. Accordingly, this Offering Memorandum may not be made available, normay the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances thatare deemed not to be an offer to the public under the Swedish Financial Instruments Trading Act.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICHYOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO ANINVESTMENT IN THE NOTES.

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FORWARD LOOKING STATEMENTS

This Offering Memorandum includes forward-looking statements within the meaning of thesecurities laws of certain applicable jurisdictions. These forward-looking statements include, but arenot limited to, all statements other than statements of historical facts contained in this OfferingMemorandum, including, without limitation, those regarding our future financial position and results ofoperations, our strategy, plans, objectives, goals and targets, future developments in the markets inwhich we participate or are seeking to participate or anticipated regulatory changes in the markets inwhich we operate or intend to operate. In some cases, you can identify forward-looking statements byterminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”“forecast,” “guidance,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “projected,” “seek,”“should,” “targets” or “will” or the negative of such terms or other variation or comparableterminology.

By their nature, forward-looking statements involve known and unknown risks, uncertainties andother factors because they relate to events and depend on circumstances that may or may not occur inthe future. We caution you that forward-looking statements are not guarantees of future performanceand are based on numerous assumptions and that our actual results of operations, including ourfinancial condition and liquidity and the development of the industry in which we operate, may differmaterially from (and be more negative than) those made in, or suggested by, the forward-lookingstatements contained in this Offering Memorandum. In addition, even if our results of operations,including our financial condition and liquidity and the development of the industry in which weoperate, are consistent with the forward-looking statements contained in this Offering Memorandum,those results or developments may not be indicative of results or developments in subsequent periods.Important risks, uncertainties and other factors that could cause these differences include, but are notlimited to:

• a variety of macroeconomic factors adversely affecting the tourism business;

• political instability, acts and threats of terrorism, natural disasters or outbreaks of diseases orepidemics;

• accidents or incidents involving our travel products and unfavorable media coverage;

• our ability to remain competitive in the markets for our products and services;

• significant competition in the European tourism industry;

• changes in customer behavior;

• the impact of fluctuations in exchange rates and interest rates;

• rising fuel costs;

• seasonal fluctuations;

• country-specific risks in foreign markets;

• legal or regulatory sanctions;

• environmental risks;

• labor disturbances;

• risks related to our structure and the Notes;

• risks related to the scheme of arrangement; and

• other factors discussed in this Offering Memorandum.

The risks described in the “Risk Factors” section of this Offering Memorandum are not exhaustive.Other sections of this Offering Memorandum describe additional factors that could adversely affect ourbusiness, financial condition and results of operations. Moreover, we operate in a very competitive andrapidly changing environment. New risks emerge from time to time and it is not possible for us topredict all such risks; nor can we assess the impact of all such risks on our business or the extent towhich any factor, or combination of factors, may cause actual results to differ materially from thosecontained in any forward-looking statements.

We urge you to read carefully the sections of this Offering Memorandum entitled “Risk Factors,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industryand Market Data” and “Our Business” for a more complete discussion of the factors that could affect

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our future performance and the markets in which we operate. In light of these risks, uncertainties andassumptions, the forward-looking events described in this Offering Memorandum may not be accurateor occur at all.

Accordingly, prospective investors should not place undue reliance on these forward-lookingstatements, which speak only as of the date on which the statements were made. In addition, from timeto time we and our representatives, acting in respect of information provided by us, have made or maymake forward-looking statements orally or in writing. These forward-looking statements may beincluded in, but are not limited to, press releases (including on our website), reports to our securityholders and other communications. Although we believe that the expectations reflected in suchforward-looking statements are reasonable, there can be no assurance that such expectations will proveto be correct.

We undertake no obligation, and do not intend, to update or revise any forward-looking statementor risk factors, whether as a result of new information, future events or developments or otherwise. Allsubsequent written and oral forward-looking statements attributable to us or to persons acting on ourbehalf are expressly qualified in their entirety by the cautionary statements referred to above andcontained elsewhere in this Offering Memorandum.

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CURRENCY PRESENTATION AND DEFINITIONS

In this Offering Memorandum, all references to “euro,” “EUR” or “€” are to the single currencyof the participating member states of the European and Monetary Union of the Treaty Establishing theEuropean Community, as amended from time to time. All references to “U.S. dollars” and “$” are tothe lawful currency of the United States of America. All references to “British pound sterling” and“£” are to the lawful currency of the United Kingdom.

Definitions

Unless otherwise specified or the context requires otherwise in this Offering Memorandum (andexcept as otherwise defined in “Description of the Notes” and “Description of Certain FinancingArrangements” for purposes of those sections only):

• “Agent” collectively refers to the Registrar, Transfer Agent, Paying Agent, Escrow Agent andListing Agent listed on the back cover of this Offering Memorandum;

• “All Other Segments” refers to our segment comprised of our Group’s real estate companies,all non-allocable business activities (in particular holding companies) and includes theinvestment in Container Shipping since the end of March 2009. Furthermore, this segment alsocarried turnover from and expenses for the intra-group aircraft leasing business;

• “Combined Group” refers to the TUI Group following the Scheme Effective Date;

• “Container Shipping” refers to our former segment (also referred to as a shipping division inprior years’ financial statements) that carried out our container shipping activities throughHapag-Lloyd AG, and its subsidiaries and affiliates, or our present indirect equity investment inHapag-Lloyd AG, and its subsidiaries and affiliates, as the context may require;

• “Court” means the High Court of Justice in England and Wales;

• “Cruises” refers to our sector comprised of Hapag-Lloyd Kreuzfahrten GmbH and TUI CruisesGmbH, and their respective subsidiaries and affiliates;

• “Escrow Account” refers to the segregated trust account into which the Issuer will direct theInitial Purchasers to deposit the gross proceeds from the offering. The Escrow Account will beheld by the Escrow Agent for the benefit of the Trustee and the holders of the Notes pursuant tothe Escrow Agreement and will not be pledged in favor of the Trustee;

• “Escrow Agent” refers to Citibank, N.A., London Branch, in its capacity as escrow agent underthe Escrow Agreement;

• “Escrow Agreement” refers to the escrow agreement to be entered into between the Issuer,Trustee and the Escrow Agent on or prior to the Issue Date;

• “Escrow Longstop Date” has the meaning ascribed to such term under “The Description of theNotes—Certain Definitions;”

• “Escrow Release Date” has the same meaning ascribed to such term under “The Description ofthe Notes—Escrow of Proceeds; Special Mandatory Redemption;”

• “EU” refers to the European Union;

• “Executive Board” refers to the executive board of TUI AG;

• “First Choice Group” refers to First Choice Holidays PLC and its subsidiaries;

• “Future Guarantor” refers to any of the following Restricted Subsidiaries of the Issuer: TUITravel, First Choice Holidays Finance Limited; First Choice Holidays Limited; Fritidsresor AB;Jetair NV; Leibniz Service GmbH; Preussag Beteiligungsverwaltungs GmbH IX; PreussagImmobilien GmbH; Sunshine Cruises Limited; Thomson Airways Limited; TUI Aviation GmbH;TUI Travel Belgium NV; TUI Deutschland GmbH; TUI Fly GmbH; TUI Nederland NV; TUITravel Aviation Finance Limited; TUI Travel Holdings Limited; TUI UK Limited and TUI UKRetail Limited;

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• “Guarantor” means any Future Guarantor and any other Restricted Subsidiary that executes aNotes Guarantee under a supplemental indenture in accordance with the provisions of theIndenture, and their respective successors and assigns, in each case, until the Notes Guarantee ofsuch person has been released in accordance with the provisions of the Indenture;

• “Hapag-Lloyd” refers to Hapag-Lloyd AG and its direct and indirect subsidiaries;

• “Hapag-Lloyd Kreuzfahrten” refers to Hapag-Lloyd Kreuzfahrten GmbH, and its subsidiariesand affiliates;

• “IFRS” refers to International Financial Reporting Standards as adopted by the EU;

• “Issuer” refers to TUI AG;

• “Minority Shareholders” means the shareholders of TUI Travel other than holders of shares inTUI Travel (a) beneficially owned by the Company or its subsidiary undertakings (excludingTUI Travel and its subsidiary undertakings), (b) held by TUI Travel in treasury or (c) in respectof which the Company controls the voting rights;

• “New RCF Agreement” refers to the up to €1,550,000,000 multicurrency revolving facilityagreement dated on or about September 15, 2014 and made between, among others, the Issuer asborrower, Citigroup Global Markets Limited, J.P. Morgan Limited and UniCredit Bank AG asarrangers, the financial institutions namend therein as original lenders and UniCreditLuxembourg S.A. as facility agent;

• “Nordic countries” refers to Norway, Finland, Sweden and Denmark;

• “Notes Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations underthe Indenture and the Notes, executed pursuant to the provisions of the Indenture.

• “Notes” refers to the €300 million aggregate principal amount of our 4.50% senior notes due2019 offered hereby;

• “Offering” refers to the offering of the Notes and the application of the net proceeds therefromin the manner set forth herein under “Use of Proceeds;”

• “Refinancing Transactions” collectively refers to the entering into the New RCF Agreementand, upon the Scheme Effective Date, the refinancing/cancellation of the 2014 Existing RCF,the 2014 RCF Bridge and the 2014 High Yield Bridge (each as defined in “Description ofCertain Financing Arrangements”);

• “Restricted Group” refers to the Issuer and its Restricted Subsidiaries;

• “Restricted Subsidiaries” has the meaning as defined in “Description of the Notes;”

• “Scheme” means a scheme of arrangement made pursuant to Part 26 of the Companies Act 2006between TUI Travel and the Minority Shareholders in relation to the cancellation of the issuedshare capital of TUI Travel held by the Minority Shareholders and the subsequent issue of newshares in TUI Travel to the Company as contemplated by the Scheme Circular;

• “Scheme Circular” means the circular to the shareholders of TUI Travel to be issued by TUITravel setting out the proposals for the Scheme;

• “Scheme Effective Date” means the date on which: (a) (i) an office copy of the Court ordersanctioning the Scheme and confirming the associated reduction of the Company’s share capitalcontemplated by the Scheme; and (ii) the requisite statement of capital (approved by the Court)showing the Company’s share capital as altered by the Court order, are duly delivered on behalfof TUI Travel to the Registrar of Companies in England and Wales (the “Registrar ofCompanies”); or (b) if the Court so orders for the Scheme to become effective, the above Courtorder and statement of capital are registered by the Registrar of Companies;

• “Supervisory Board” refers to the supervisory board of TUI AG;

• “TEU” means a 20-foot equivalent unit;

• “THB” refers to TUI-Hapag Beteiligungs GmbH, a wholly-owned subsidiary;

• “Tourism” segment refers to our segment that is comprised of the tourism sectors TUI Travel,TUI Hotels & Resorts and Cruises;

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• “Tranmere Financing” means the financing arrangement under a contingent forward purchaseagreement dated April 20, 2010 between Deutsche Bank AG, London Branch and the Issuer asamended from time to time, including by a first amendment agreement dated July 1, 2011, asecond amendment agreement dated September 27, 2011 and a third amendment agreementdated August 8, 2013 in each case between Deutsche Bank AG, London Branch and the Issuer;

• “Transactions” refers to the Offering and the Refinancing Transactions;

• “Trustee” refers to Citibank, N.A, London Branch, in its capacity as trustee under theIndenture;

• “TUI 2014 Convertible Bonds” refers to the Company’s €217,789,399.90 5.5% convertiblebonds which are due in November 2014;

• “TUI 2016 Convertible Bonds” refers to the Company’s €338,964,059.22 2.75% convertiblebonds which are due in March 2016;

• “TUI Cruises” refers to TUI Cruises GmbH, and its subsidiaries and affiliates;

• “TUI Group” refers to the Issuer and its subsidiaries;

• “TUI Hotels & Resorts” refers to our sector that is comprised of (i) various hotel companies inwhich we hold a majority interest or in which we are subject to joint ventures or shareholders’agreements we have entered into with local partners, (ii) companies in which we hold a financialstake and (iii) hotels with management contracts. These include primarily RIUSA II S.A., RIUHotels S.A. and Robinson Club GmbH, and their respective subsidiaries and affiliates;

• “TUI Travel” refers to our sector comprised of TUI Travel PLC and its subsidiaries;

• “TUI Travel 2014 Convertible Bonds” refers to TUI Travel PLC’s £350,000,000 6.00%convertible bonds which are due in October 2014;

• “TUI Travel 2017 Convertible Bonds” refers to TUI Travel PLC’s £400,000,000 4.90%convertible bonds which are due in April 2017;

• “UKLA” means the UK Listing Authority;

• “United States,” “USA” or “U.S.” refer to the United States of America;

• “Unrestricted Subsidiaries” has the meaning as defined in “Description of the Notes;”

• “U.S. GAAP” refers to generally accepted accounting principles in the United States; and

• “we,” “us,” “our,” the “Group,” the “TUI Group” and other similar terms refer to TUI AG andits consolidated subsidiaries, except where the context otherwise requires.

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PRESENTATION OF FINANCIAL AND OTHER DATA

Financial Information

Unless otherwise indicated, the financial information presented in this Offering Memorandum hasbeen prepared in accordance with IFRS. This Offering Memorandum should be read and construed inconjunction with:

• the audited interim consolidated financial statements of the Issuer as of and for the nine-monthperiod ended June 30, 2014, including comparable information for the nine-month period endedJune 30, 2013, and the notes thereto (“2014 Audited Nine Months Consolidated FinancialStatements”), which have been audited by PricewaterhouseCoopers AktiengesellschaftWirtschaftsprüfungsgesellschaft (“PwC”);

• the audited consolidated financial statements of the Issuer as of and for the financial year endedSeptember 30, 2013, including comparable information for the year ended September 30, 2012,and the notes thereto (“2013 Audited Consolidated Financial Statements”), which have beenaudited by PwC; and

• the audited consolidated financial statements of the Issuer as of and for the financial year endedSeptember 30, 2012, including comparable information for the year ended September 30, 2011,and the notes thereto (“2012 Audited Consolidated Financial Statements”), which have beenaudited by PwC.

The 2014 Audited Nine Months Consolidated Financial Statements, the 2013 AuditedConsolidated Financial Statements and the 2012 Audited Consolidated Financial Statements aretogether referred to as the “Audited Consolidated Financial Statements.”

The unaudited financial information for the twelve-month period ended June 30, 2014 includedelsewhere in this Offering Memorandum is calculated by taking the results of operations for the nine-month period ended June 30, 2014 (as shown in the 2014 Audited Nine Months Consolidated FinancialStatements) and adding it to the results of operations for the full financial year ended September 30,2013 (as shown in the 2013 Audited Consolidated Financial Statements) and subtracting the results ofoperations for the nine-month period ended June 30, 2013 (as shown in the 2014 Audited Nine MonthsConsolidated Financial Statements). Effective as of January 1, 2013, the Company has applied IAS 19(revised), relating to employee benefits. Figures for the nine-month period ended June 30, 2013presented as comparable financial information in the 2014 Audited Nine Months ConsolidatedFinancial Statements have been adjusted in accordance with IAS 19 (revised). In accordance withIFRS, the figures included in the 2013 Audited Consolidated Financial Statements have not yet beenadjusted in accordance with IAS 19 (revised). See the Notes of the 2014 Audited Nine MonthsConsolidated Financial Statements. The unaudited financial information for the twelve-month periodended June 30, 2014 consists of non-IFRS financial measures.

IFRS differs in certain material respects from generally accepted accounting principles in theUnited States of America (“U.S. GAAP”). As a result, the results of operations and financial conditionderived from the financial statements that are included or incorporated by reference in this OfferingMemorandum may differ substantially from the results of operations and financial condition derivedfrom financial statements prepared in accordance with U.S. GAAP. The Issuer has not prepared areconciliation of its financial information to U.S. GAAP or a summary of significant accountingdifferences in the accounting and valuation methods of IFRS and U.S. GAAP nor has it otherwisereviewed the impact the application of U.S. GAAP would have on its financial reporting. Accordingly,in making an investment decision, investors must rely on their own examination of the Issuer’sfinancial information.

Non-IFRS Financial Measures

This Offering Memorandum contains non-IFRS measures and ratios, including EBITA, UnderlyingEBITA, EBITDA, EBITDAR, working capital, net debt and leverage and coverage ratios, pro formacash and cash equivalents, pro forma financial liabilities, pro forma net debt, ratio of pro formafinancial liabilities to EBITDA, ratio of pro forma net debt to EBITDA, that are not required by, orpresented in accordance with, IFRS. We present non-IFRS measures because we believe that they andsimilar measures are widely used by certain investors, securities analysts and other interested parties assupplemental measures of performance and liquidity. The non-IFRS measures may not be comparable

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to other similarly titled measures of other companies and have limitations as analytical tools andshould not be considered in isolation or as a substitute for analysis of our operating result as reportedunder IFRS. Non-IFRS measures and ratios such as EBITDA, working capital, net debt and leverageand coverage ratios are not measurements of our performance or liquidity under IFRS and should notbe considered as alternatives to profit for the year or any other performance measures derived inaccordance with IFRS or any other generally accepted accounting principles or as alternatives to cashflow from operating, investing or financing activities.

EBITA and Underlying EBITA are non-IFRS financial measures. There are no generally acceptedaccounting principles governing the calculation of non-IFRS measures. We define EBITA as earningsbefore interest, taxes, goodwill impairment, losses incurred in the Container Shipping investmentmeasured at equity, gains from the sale of investments in Container Shipping, and Net Interest expenseand expense from measurement of interest hedges. Our Underlying EBITA is derived by adjustingEBITA for gains on disposal of investments, expenses in the framework of restructuring measures,effects of purchase price allocations and other one-off items. EBITA and Underlying EBITA are notmeasures of operating income, operating performance or liquidity under IFRS. These measures shouldnot be considered in isolation or as substitute for Earnings (loss) before income taxes as determined byIFRS, or as an indicator of the Company’s operating performance, or of cash flows from operatingactivities as determined in accordance with IFRS. The manner in which we measure EBITA andUnderlying EBITA may not be consistent with the manner in which these measures or other measureswith similar names are calculated by other companies. Accordingly, EBITA and Underlying EBITA aspresented by us may not be comparable to these measures or other measures with similar names aspresented by other companies.

EBITDA is a non-IFRS financial measure. There are no generally accepted accounting principlesgoverning the calculation of non-IFRS measures. We have calculated EBITDA by adjusting EBITA foramortization of intangible assets and depreciation of property, plant and equipment. EBITDA is not ameasure of operating income, operating performance or liquidity under IFRS. EBITDA should not beconsidered in isolation or as substitute for earnings (loss) before income taxes as determined by IFRS,or as an indicator of the Company’s operating performance, or of cash flows from operating activitiesas determined in accordance with IFRS. The manner in which we measure EBITDA may not beconsistent with the manner in which these measures or other measures with similar names arecalculated by other companies. Accordingly, EBITDA as presented by us may not be comparable tothese measures or other measures with similar names as presented by other companies.

Certain numerical figures set out in this Offering Memorandum, including financial informationpresented in millions or thousands and percentages describing market shares, have been subject torounding adjustments and, as a result, the totals of the data in this Offering Memorandum may varyslightly from the actual arithmetic totals of such information. Percentages and amounts reflectingchanges over time periods relating to financial and other information set forth in “Management’sDiscussion and Analysis of Financial Conditions and Results of Operations” are calculated using thenumerical data in the Audited Consolidated Financial Statements or the tabular presentation of otherinformation (subject to rounding) contained in this Offering Memorandum, as applicable, and not usingthe numerical data in the narrative description thereof.

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PRESENTATION OF INDUSTRY AND MARKET DATA

This Offering Memorandum contains a number of references to data and studies prepared by thirdparties on such topics as the development of the tourism industry and the markets in which theCompany operates, and related matters. This information has been accurately reproduced and as far asthe Company is aware and is able to ascertain from information published by such third parties, nofacts have been omitted that would render the reproduced information inaccurate or misleading.Investors are nevertheless advised to consider the information derived from third parties with caution.Market studies are often based on information or assumptions that may not be accurate or appropriateor may not reflect current market conditions, and their methodology is inherently predictive andspeculative. Such data is based on market research, which itself is based on sampling and subjectivejudgments by both the researchers and the respondents, including judgments about what types ofproducts and transactions should be included in the relevant market. Therefore, investors should notethat certain estimates of the Company are based on such third-party market studies. The Company hasnot independently verified the figures, market data or other information on which third parties havebased their studies, and therefore accept no liability that the information derived from third partiescontained in this Offering Memorandum is correct.

Unless a different source is explicitly indicated, all information is derived from internal Companysources.

The Company believes that its estimates of market and other data and the information it hasderived from such data is helpful for analyzing the industry in which the Group operates. While theCompany’s own estimates have not been reviewed or verified externally and no warranty is given forthe accuracy of these estimates or the information derived therefrom, the Company neverthelessbelieves that they are reliable. The Company’s estimates may differ from estimates made bycompetitors of the Group or from future studies conducted by market research institutes or otherindependent sources.

The following sources were used in the preparation of this Offering Memorandum:

• UNWTO, PR 14034, May 2014;

• UNWTO, Tourism Highlights, 2014 Edition;

• FVW, Dossier, Deutsche Veranstalter, 2013;

• Mintel, European Leisure Travel Industry, September 2013;

• DRV/CLIA Deutschland Der Hochsee-Kreuzfahrtmarkt Deutschland 2013;

• Mintel, Cruises International, June 2014;

• PhocusWright, German Online Travel Overview Ninth Edition, December 2013; PhocusWrightEuropean Online Travel Overview Ninth Edition, December 2013;

• UNWTO, World Tourism Barometer, April 2014;

• UNWTO, World Toursim Barometer, June 2014;

• Euromonitor Data as of 24/07/2014;

• Euromonitor International 2013;

• Global Hotel Review, STR Global, November 2013;

• Deloitte, Hospitality 2015;

• CLIA Europe, Statistics and Markets, 2013;

• European Cruise Council 2012/2013 Report;

• MDS Transmodal, July 2014; and

• Reader’s Digest Trusted Brands 2006-2014.

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EXCHANGE RATE INFORMATION

The following tables show, for the periods set forth below, the high, low, average and period endBloomberg Composite Rate expressed as U.S. dollars per €1.00, U.S. dollar per £1.00 and euro per£1.00. The Bloomberg Composite Rate is a “best market” calculation, in which, at any point in time,the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set tothe lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate betweenthe applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used inthe preparation of the consolidated financial statements and other financial information appearing inthis Offering Memorandum. Neither we nor the Initial Purchasers represent that the U.S. dollaramounts referred to below could be or could have been converted into euro or pound sterling or that theeuro amounts referred to below could be or could have been converted into pound sterling at anyparticular rate indicated or any other rate.

The average rate for a year means the average of the Bloomberg Composite Rates on the last dayof each month during a year. The average rate for a month, or for any shorter period, means theaverage of the daily Bloomberg Composite Rates during that month, or shorter period, as the case maybe.

The Bloomberg Composite Rate of the euro at 12:00 p.m. (noon) New York time on September 17,2014 was $1.2865 per €1.00.

Period end Average High Low

U.S. dollars per €1.00

Year2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4326 1.3949 1.5134 1.25312010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3387 1.3266 1.4513 1.19232011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2959 1.3926 1.4830 1.29072012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3192 1.2860 1.3458 1.20612013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3743 1.3285 1.3804 1.2780

MonthMarch 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3770 1.3826 1.3932 1.3733April 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3867 1.3811 1.3886 1.3705May 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3634 1.3733 1.3927 1.3591June 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3692 1.3601 1.3692 1.3532July 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3390 1.3537 1.3679 1.3390August 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3132 1.3314 1.3430 1.3132September 2014 (until September 17, 2014) . . . . . . . . . . . . . . . . . . 1.2865 1.2978 1.3150 1.2865

The Bloomberg Composite Rate of the pound sterling at 12:00 p.m. (noon) New York time onSeptember 17, 2014 was $1.6276 per £1.00.


U.S. dollars per £1.00

Year2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6173 1.5670 1.6988 1.37532010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5612 1.5457 1.6362 1.43342011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5549 1.6041 1.6706 1.53432012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6248 1.5852 1.6279 1.53172013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6556 1.5649 1.6556 1.4867


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The Bloomberg Composite Rate of the pound sterling at 12:00 p.m. (noon) New York time onSeptember 17, 2014 was €1.2653 per £1.00.


Euro per £1.00

Year2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1288 1.1233 1.1855 1.04512010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1662 1.1663 1.2361 1.09652011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2012 1.1526 1.2045 1.10622012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2314 1.2332 1.2856 1.17752013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2045 1.1779 1.2343 1.1432


For information on the impact of fluctuations in exchange rates on our operations, see“Risk Factors—Risks Relating to our Business—Our business and results of operations are affected byfluctuations in exchange rates and interest rates.”

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SUMMARY

This summary highlights selected information about us and the Offering contained in this OfferingMemorandum. This summary is not complete and does not contain all the information you shouldconsider before investing in the Notes. The following summary should be read in conjunction with, andthe following summary is qualified in its entirety by, the more detailed information included in thisOffering Memorandum, including the Audited Consolidated Financial Statements of the Company. Youshould read carefully the entire Offering Memorandum to understand our business, the nature andterms of the Notes and the tax and other considerations which are important to your decision to investin the Notes, including the risks discussed under the captions “Risk Factors” and “Forward LookingStatements.”

Overview

We believe that we are the largest integrated leisure travel group in Europe by turnover and one ofthe leading leisure travel groups in the world. As a vertically integrated leisure travel group, our brandsoffer an end-to-end holiday experience for the customer.

Tourism is our core business segment, comprising TUI Travel and the sectors TUI Hotels &Resorts and Cruises. TUI Travel offers a broad array of holiday experiences for a wide range oftravelers, from popular holiday brands to an extensive collection of specialist travel providers. TheTUI Hotels & Resorts sector comprises our portfolio of hotels and resorts which we operate underbrands associated with high levels of quality and service as well as high environmental standards,i.e., Robinson, Riu, Grecotel, Grupotel, Iberotel and Dorfhotel. Our Cruises sector offers the maritimeholiday experience for different target groups through Hapag-Lloyd Kreuzfahrten and TUI Cruises. Inthe financial year ended September 30, 2013, we reported turnover in our Tourism segment of€18,460.1 million and in the twelve-month period ended June 30, 2014, we reported turnover in ourTourism segment of €18,326.1 million accounting for over 99.9% of turnover of all our segmentscombined. In the same periods, our Tourism segment reported Underlying EBITA of €823.8 millionand €879.0 million, respectively.

All Other Segments comprises our other non-tourism businesses, such as our real estate companiesand our 22.04% indirect at-equity financial stake in Hapag-Lloyd AG, a container shipping company.All Other Segments reported negative Underlying EBITA of €61.9 million in the financial year endedSeptember 30, 2013 and negative €47.2 million in the twelve-month period ended June 30, 2014,respectively.

As of June 30, 2014 we had 77,027 employees.

TUI Travel operates in approximately 180 countries around the world and serves over 30 millioncustomers from over 30 source markets annually. We believe that we are also the leading tour operatorin the United Kingdom, Germany, the Nordics region and France. TUI Travel offers a broad productportfolio, ranging from package holidays (e.g., transport and accommodation advertised and sold byone tour operator) to a wide range of more specialist offerings. TUI Travel is organized and managedthrough three principal business sectors: (1) Mainstream, which is the largest business and covers allactivities in the package through its vertically integrated business model; (2) Accommodation &Destinations, which sells globally sourced hotel and apartment accommodations to wholesalecustomers and consumers, while also providing incoming services (such as airport transfers) for touroperators through regional agencies and a wide range of services for the cruise sector; and(3) Specialist & Activity, which pools more than 100 specialist and adventure tour operators. In thefinancial year ended September 30, 2013, TUI Travel reported turnover of €17,796.0 million andUnderlying EBITA of €640.5 million. In the twelve-month period ended June 30, 2014, TUI Travelreported turnover of €17,630.8 million, Underlying EBITA of €682.9 million and as of June 30, 2014had 62,369 employees.

Our TUI Hotels & Resorts sector includes majority participations in hotels, joint ventures withlocal partners, companies in which we hold a financial stake and hotels operated under managementcontracts. TUI Hotels & Resorts is the link between tour operators and hotel partners. We havestructured this sector into six different hotel groups: Riu, Robinson, Iberotel, Grupotel, Grecotel andall other hotel companies. In the financial year ended September 30, 2013, TUI Hotels & Resortsreported turnover of €403.1 million and Underlying EBITA of €197.2 million. In the twelve-month

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period ended June 30, 2014, TUI Hotels & Resorts reported turnover of €409.2 million, UnderlyingEBITA of €210.0 million and as of June 30, 2014 had 14,191 employees.

Our Cruises sector comprises two companies with distinct offerings and target markets. Hapag-Lloyd Kreuzfahrten holds a leading position in the German-speaking market with its fleet in the luxuryand expedition cruise segments. In addition, TUI Cruises, which we operate as a joint venture withRoyal Caribbean Cruises Ltd., offers a new and differentiated cruise format targeted at the Germanpremium market. In the financial year ended September 30, 2013, our Cruises sector reported turnoverof €261.0 million and negative Underlying EBITA of €13.9 million. In the twelve-month period endedJune 30, 2014, our Cruises sector reported turnover of €286.1 million, negative Underlying EBITA of€13.9 million and as of June 30, 2014 had 230 employees.

All Other Segments comprises the corporate center functions of TUI and interim holdings, as wellas other operative units, such as our real estate companies. As of the date of this OfferingMemorandum we also hold our 22.04% stake in the container shipping company Hapag-Lloyd AG atequity in this segment. In the financial year ended September 30, 2013, All Other Segments reportedturnover of €17.4 million and negative Underlying EBITA of €61.9 million. In the twelve-month periodended June 30, 2014, All Other Segments reported turnover of €17.4 million, negative UnderlyingEBITA of €47.2 million and as of June 30, 2014 had 237 employees.

Our business segmentation is subject to review post completion of the TUI Merger.

Our Strengths

We believe the following strengths set us apart from our competitors in our tourism business:

Market-leading positions and scale.

Based on turnover of €18,460.1 million generated in our Tourism segment in the financial yearended September 30, 2013 and €18,326.1 million generated in our Tourism segment in the twelvemonth period ended June 30, 2014, we are the largest integrated leisure travel group in Europe byturnover, serving around 30 million customers in over 30 source markets, i.e., in the markets in whichwe sell our travel products to our customers. Each of our sectors has leading market shares in theirindividual lines of business. We believe that we are the leading tour operator in the United Kingdom,Germany, the Nordics and France, as well as several other source markets. We also believe that ourTUI Hotels & Resorts sector is the world’s largest leisure hotelier based on capacity. Finally, ourCruise sector, through Hapag-Lloyd Kreuzfahrten, includes a leading luxury and premium cruiseoperator in the German market (source: Mintel, Cruises International, June 2008) with its flagships(the Europa and Europa 2) being rated as the world’s best cruise ships, in the case of the Europa, forthe fourteenth consecutive year (source: Berlitz Cruise Guide 2013).

We believe our market-leading position and associated purchasing power enable us to secureattractive terms from airlines, hotels and destination service providers, as well as suppliers. Combinedwith our presence in a broad range of geographical markets, our differentiated product portfolio andour strong multi-channel distribution network, as well as our market position, also give us greaterinsight into customer behavior and enable us to detect new market trends and customer preferences asthey occur and thus we are able to rapidly respond to them by adjusting our product range.

In addition, we believe that through our strong market position we have been able to establish anextensive multi-channel distribution network, which is comprised of our tour operators, our own andthird-party travel agencies, and our direct sales activities. Our distribution channels include theinternet, mobile applications, call centers and television. This network contributes to our brandrecognition and enables us to reach a large number of potential customers in our Mainstream,Accommodation & Destinations and Specialist & Activity business lines.

Superior customer offering of unique holidays.

Our unique holidays form the backbone of our Mainstream businesses and are exclusive to us. 71%of Mainstream holidays in the nine-month period ended June 30, 2014 were unique, up threepercentage points. Unique holidays provide value-added services and features which command amargin premium over commodity products. This in turn leads to higher customer loyalty and an

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increase in repeat bookings. Unique holidays are also booked earlier enabling us to manage ourcapacity and yield more effectively. Due to our experience in designing and operating new concepts, itis very difficult for our competitors to replicate these holidays.

A key part of our unique holiday offering is also the flight experience and we intend to continue toreshape the composition of our airline fleet to drive customer satisfaction and simplify the fleet to oneshort-haul and one long-haul aircraft type. It is strategically important to the Group to have a modern,cost-efficient and reliable fleet. We believe that we are strongly positioned with a young aircraft fleetcompared to other leisure airlines. The average age of our fleet is eight years; however a significantportion of our narrow body fleet consists of Boeing 737-800 aircraft which have an average age of5.5 years.

Strong brand recognition and customer loyalty.

We believe the strength of our brands throughout our Tourism segment’s source markets and inour destination markets provides us with an important advantage over our competitors. We believecustomers perceive us to be a quality provider of superior services. Based on our yearly brandperformance study, we believe that our tour operator brands show very high brand awareness levelscompared with the relevant competitor brands in our key European source markets of the UnitedKingdom, Germany and France and a high brand awareness level in the Nordic countries. In surveyscarried out between 2006 and 2014, TUI was rated the most trusted travel brand in Germany (source:Reader’s Digest Trusted Brands 2006-2014). In the TUI Hotels & Resorts sector, based on our ownanalysis, compared with the relevant competitor brands, the Robinson Club hotel brand shows thehighest unaided brand awareness level since 2007. In the German cruise market we believe that Hapag-Lloyd Kreuzfahrten is one of the best known cruise brands. This strength, coupled with the stability ofour local brands, ensures, in our view, a high rate of customer recognition and customer loyalty. Wealso believe that the consistent quality of our product offering, in particular of our hotels and cruises,promotes customer confidence and loyalty.

Focus on direct distribution, with growth driven by the online channel.

Our direct distribution channels are a key strength. By increasing the direct distribution of ourholidays we lower distribution costs, reduce the reliance on third-party distributors and can build onour customer relationships. Our direct distribution mix improved by two percentage points over thenine-month period ended June 30, 2014 to 67% of Mainstream sales. The improvement in directdistribution was driven by the online channel which also increased by three percentage points in thenine-month period ended June 30, 2014 to 36% of Mainstream sales.

As an online-driven business, we focus on the online customer experience. We are in the processof moving to one core online platform across Mainstream, which has already resulted in significantimprovements in conversion, and the websites in our core online markets are now tablet-and-mobileoptimized as our customers increasingly use their tablets and mobile devices to search and book withus.

Flexible business model focused on an end-to-end customer experience.

Our Tourism business model follows an “asset-right” strategy at each stage of the value chain.Through this strategy, we control (i.e., own, lease or manage on a long-term basis and franchise) flightcapacity, hotel and cruise ship assets and distribution channels that are fundamental to our tourismbusiness. As of June 30, 2014, we owned, leased or managed (independently or through third parties)238 hotels and 158,333 beds and 217 of the hotels were in the four and five star category, some ofwhich our tour operators have access to. As of September 30, 2013, we operated five tour operator-ledairlines comprised of 138 aircraft (six owned, 123 leased on operating leases, nine leased on financingleases, and zero held for sale). Our tour operators have exclusive access to those aircraft, enabling usto fulfill customer demand. Any excess capacity is marketed on a standalone basis as individual seatsor as component travel products. Our Cruises sector has successfully positioned itself in the Germanmarket segment for premium cruises. In our Cruises sector, as of June 30, 2014, we operated fourcruise ships through Hapag-Lloyd Kreuzfahrten and three cruise ships through our joint venture, TUICruises. In June 2014 the Mein Schiff 3 was introduced. In 2015-2017, TUI Cruises is expected toexpand its fleet by three ships adding the Mein Schiff 4, 5 and 6. In addition, TUI Travel operates five

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Thomson cruise ships and five Quark Expeditions cruises. As of September 30, 2013, our retailnetwork consisted of 3,246 travel agencies, of which 1,807 were owned and 1,439 were franchised.

We selectively invest in our own or joint venture hotels and cruise ships where this generates anappropriate return and allows us to enhance our unique holiday offering. Accommodation commitmentswith third parties are entered into only according to the level of exclusivity and differentiation. Evenfor a very highly differentiated and exclusive hotel, we would not enter into a 100% commitment.Where accommodation commitments are entered into, the associated contracts include force majeureclauses.

Having a portfolio of businesses means we are not reliant on any single source market. This meansthat strong performances in some source markets will mitigate performances in other markets. Inaddition, given the number of destinations we operate to and our long-established relationships withsuppliers in these destinations, we have the flexibility to reduce capacity as needed and remix toalternative, more profitable destinations.

Our business model provides flexibility and enables us to adapt to short-term marketdevelopments, to exploit synergies at each stage of the value chain, ensure the overall quality of ourproduct offering and to realize economies of scale arising from the collective management of certainaspects of our airlines, hotels and cruise ships. It also allows us to use dynamic production and productpricing tools as well as yield and capacity management techniques to maximize the passenger loadfactor of our airlines and the occupancy rates of our hotels and cruise ships.

We believe that this “asset-right” strategy together with our market-leading position, gives us acompetitive advantage by allowing us to effectively monitor the utilization of our airline, hotel andcruise ship capacities and, among other things, by providing our tour operator customers with access toour hotels.

Strong and experienced management team.

We have a strong management team which has experienced many periods of change, evident in oursuccessful transformation from an industrial conglomerate to a group focused on tourism. Our seniormanagement has successfully built up a leading European tourism group both through organic growthand a number of well-integrated acquisitions and structural changes, including the successful merger ofour distribution, tour operator, and airline and destination services operations with the First ChoiceGroup in 2007. Our senior executives have spent many years in the leisure travel market and are highlyexperienced in all aspects of the tourism business. Friedrich Joussen was appointed TUI AG’sChairman of the Executive Board in February 2012. Peter Long, CEO of TUI Travel, has extensiveexperience in the tourism industry and was appointed managing director of the First Choice Holidays &Flights Limited in November 1996 before taking over as chief executive of First Choice Holidays PLCin 1999 and becoming appointed CEO of TUI Travel in 2007.

Our Strategy

Our business strategy includes the following key elements:

Deliver a superior end-to-end customer experience through our fully-integrated Mainstream tourism business.

Our Mainstream business will focus on broadening its customer offerings, exploiting its brandsand implementing its unique proposition across much of the Combined Group’s hotel portfolio,providing a superior experience for its customers. The resources available to the Combined Group willenable an acceleration of the development of new content, driving and broadening the range of uniqueholiday experiences that TUI Travel can deliver to new customers, thereby enhancing the CombinedGroup’s top-line growth.

A complete end-to-end customer approach will be developed offering unique, high-quality contentfrom the strongest brands in tourism covering the whole holiday experience value chain for customers.Customers will be able to book “anything, anytime, anywhere, any way.” The new Executive Board ofthe Company expects this to drive growth through repeat customer business, building loyalty, retentionand increased, long-term sustainable profit growth.

Key to implementing this strategy is operating effectively in a digital age. Single solutionsdeveloped and deployed to many will reduce long-term infrastructure costs. As a result, the Combined

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Group expects it will be able to focus cash utilization to accelerate the development of TUI Travel’sexisting digital platforms across the whole holiday cycle with two-way interaction—from suggestion,to research, to booking, travelling to the holiday, while on holiday, sharing the holiday experience withfriends and family and returning home to the suggestion for the next leisure travel experience from theCombined Group. Personal interaction on the ground at home, in the air and in the resort will provideconsiderable added-value expertise.

Accelerate long-term growth supported by an asset-right business model based on an optimal mix of ownedand managed hotels and cruise ships with a targeted minimum return on capital of 15% for new content.

The Combined Group intends to support long-term growth through the operation of a flexible,asset-right business model. In order to operate more efficiently and maximize the value of its assets,the Combined Group will continue to optimize the ownership structure of existing and new hotels andcruise ships, targeting a minimum return on capital of 15% for all new content.

It will aim to optimize the investment and refinancing needs, if any, of such new assets and it mayalso decide to operate them through existing or new joint venture structures. In this context, it isexpected that less than 50% of the additional growth hotels mentioned in the section “The MergerTransactions—Reasons for the TUI Merger—Enhances and de-risks ‘Mainstream’ content growth as aresult of integration” would be owned (either via a subsidiary or joint venture) and that the additionaltwo cruise ships mentioned in the same section would be owned by TUI Cruises with approximately80% debt, 20% equity finance.

As of financial year ended September 30, 2013, approximately 50% of the more than 230 hotelsand resorts within Hotels & Resorts were operated under management contracts, approximately 9%were leased or franchised and the remainders were owned. In total, this represented an invested capitalof approximately €1.9 billion (£1.5 billion) for its hotels and resorts portfolio.

Deliver synergies, cost savings and commercial benefits with the potential to unlock further value.

The TUI Merger is expected to deliver €45 million (£36 million) of annual synergies throughcorporate streamlining and recurring cash tax benefits, which based on the Combined Group’s taxcalculations for the financial year ended September 30

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THISOFFERINGMEMORANDUMISAVAILABLEONLYTOINVESTORSWHOARE ......true, complete and not misleading. neither any such fact nor the fact that an exemption or exception is available for a