TUI: Non-binding convenience translation from German of the notification published in the German Official Gazette (Bundesanzeiger) on 01 July 2021


TUI SA Hanover and Berlin

Notification relating to the issue of convertible bonds with exclusion of the subscription right in accordance with article 49 (1) sentence 1 no. 2 German Securities Law (Wertpapierhandelsgesetz)

The annual general meeting of TUI SA authorized the management board by decision of 25 March

2021 under item 7 of the agenda to be issued, with the agreement of the supervisory board, convertible bearer or registered bonds, bonds with warrant, participation certificates or participating bonds (or

combinations of these instruments) (hereinafter collectively referred to as “Bonds”) one or more

times with a total nominal amount of up to 2,000,000,000.00 EUR up to and including March 24, 2026

and to grant holders and creditors of the Bonds conversion rights or share subscription warrants

Company representing pro rata of the share capital up to a limit of 109,939,363.00 EUR, in

in accordance with the terms and conditions of the Bonds or to attach a conversion or a voucher

obligations towards these Bonds (hereinafter the “Authorization”).

As announced in the German Official Gazette (Bundesanzeiger) on April 14, 2021, TUI SA Posted –

with partial use of this Authorization – 4,000 convertible bonds with a nominal amount of EUR

100,000.00 each, therefore with a total nominal amount of 400,000,000.00 EUR, conversion rights

allocate up to 74,583,729 shares with a share in the share capital of € 1.00 each

(hereinafter “the 2021 Convertible Bond”).

Making use of this Authorization again, the transaction committee of the management board, mandated by the

resolution of the board of directors of June 25, 2021, solved on June 28, 2021 with the approval of

the supervisory board of June 25, 2021 a tap issue of the 2021 Convertible Bond and issue

1,896 other convertible bonds with a nominal amount of € 100,000.00 each, so with a total

nominal amount of € 189,600,000.00, granting conversion rights up to 35,352,687 shares with

a proportional amount in the share capital of € 1.00 each, and that the statutory subscription rights

of shareholders were excluded in accordance with the detailed provisions of the Authorization

and with the legal requirements in accordance with Art.186 (3) sentence 4 German stock

Companies Act (Aktiengesetz).

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