Thomas Cook : AMENDED NOTICE OF SCHEME MEETINGS

16 September 2019

AMENDED NOTICE OF SCHEME MEETINGS

THIS NOTICE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS NOTICE SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

IN THE HIGH COURT OF JUSTICE Claim No. CR-2019-005741,CR-2019-005742 and CR-2019-005743

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF

THOMAS COOK GROUP PLC

THOMAS COOK FINANCE 2 PLC

THOMAS COOK GROUP TREASURY LIMITED

(each a "Scheme Company" and together the "Scheme Companies")

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

By an order dated 30 August 2019 made in the above matter the High Court of Justice of England and Wales (the "Court") has directed that meetings be convened of the Scheme Creditors (as such term is defined in the schemes of arrangement hereinafter referred to) (the "Scheme Meetings") of each Scheme Company for the purposes of considering and, if thought fit, approving (with or without modification) schemes of arrangement proposed to be made between each respective Scheme Company and its Scheme Creditors (together, the "Schemes").

A copy of the document in which the terms of the Schemes are contained (the "Scheme Document") and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006 (the "Explanatory Statement") are available on the scheme website at www.debtdomain.com(the "Scheme Website"). Scheme Creditors can obtain the username and password for the Scheme Website by contacting the Information Agent (as defined below) using the details set out below. Further details of the Schemes are set out in the Explanatory Statement. Scheme Creditors are encouraged to read the Explanatory Statement carefully. The Scheme Document, the Explanatory Statement and updated instructions and guidance for Scheme Creditors are also available on the Scheme Companies website at https://www.thomascookgroup.com/investors/reports_presentations.

Where otherwise undefined, terms used in this Notice shall have the meaning given to them in the Explanatory Statement.

NOTICE IS HEREBY GIVEN that by an order dated 16 September 2019 the Court has varied the aforementioned 30 August 2019 order and directed that the Scheme Meetings will be held at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF on 27 September 2019, with the TCG Scheme Meeting commencing at 9:00 a.m. (London time), the TCF2 Scheme Meeting commencing at 9:15 a.m. (London time), the Cash RCF Lenders Scheme Meeting commencing at 9:30 a.m. (London time) and the Contingent RCF Lenders Scheme Meeting commencing at 9:45 a.m. (London time) (or, in each case, as soon thereafter as the preceding meeting has closed or been adjourned).

An amended timetable of upcoming principal events in relations to the Schemes is provided in Annex (1) (Amended Timetable of Upcoming Principal Events). Dates in the Explanatory Statement or Practice Statement Letter that are inconsistent with the dates provided in this amended notice or its annex shall be disregarded.

Scheme Creditors are requested to attend the relevant Scheme Meetings either by proxy or in person, at the time and place indicated above.

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16 September 2019

It is requested that instructions to appoint either GLAS Specialist Services Limited (the "Information Agent"), or someone else as proxy are submitted by the Scheme Creditors via the Clearing Systems as soon as possible and in any event so as to be received by the Information Agent by no later than 11:59 a.m. (London time) on 26 September 2019. The Record Date is 11:59 a.m. (London time) on 26 September 2019.

Each Noteholder must ensure that its Account Holder completes and submits to the Information Agent a valid Account Holder Letter in order to vote at the Notes Scheme Meetings. For the purpose of voting, Account

Holder Letters must be submitted such that they are received by the Information Agent before the Voting Instruction Deadline, being 11:59 a.m. (London time) on 26 September 2019.

Each RCF Scheme Creditor that does not intend to attend the relevant RCF Scheme Meeting in person should complete and sign a Proxy Form in order to vote at the relevant RCF Scheme Meeting. For the purpose of voting,

Proxy Forms must be submitted such that they are received by the Information Agent before the Voting Instruction Deadline, being 11:59 a.m. (London time) on 26 September 2019.

Notwithstanding anything to the contrary in the Explanatory Statement, any Account Holder Letter or Proxy Form that has been validly completed and delivered to the Information Agent prior to 5:00 p.m. (London time) on 16 September 2019 may be revoked and re-delivered, provided that such re-delivery is completed by the Voting Instruction Deadline, being 11:59 a.m. (London time) on 26 September 2019.

By the aforementioned 30 August 2019 order, the Court has appointed Peter Fankhauser to act as chairman of the Scheme Meetings and has directed him to report the result of the Scheme Meetings to the Court.

The Schemes will be subject to the subsequent approval of the Court.

For further information of a general nature regarding the Schemes please contact Latham & Watkins (London) LLP, the Scheme Companies' legal advisers, and for further information on the voting procedure please contact the Information Agent:

Latham & Watkins (London) LLP

Telephone:	[phone]
Email:	[e-mail]
Address:	99 Bishopsgate
	London
	EC2M 3XF
Attention:	John Houghton, Alex Hewitt and Ed Richardson

Information Agent

GLAS Specialist Services Limited (as the Information Agent)

Telephone:	[phone]
Fax:	[phone]
Email:	[e-mail]
Address:	45 Ludgate Hill
	London
	EC4M 7JU
Website:	www.debtdomain.com
Attention:	Liability Management

Dated 16 September 2019

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This notice is neither an offer to purchase nor a solicitation of an offer to sell securities. The Schemes are not being made to any person in any jurisdiction in which the making of the Schemes would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered

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or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Scheme Companies do not intend to make any such registration under the Securities Act.

In the United Kingdom, this communication is being distributed only to and is directed only at (a) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order and (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this communication or any of its contents.

Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "aim", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Scheme Companies' or their industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Scheme Companies do not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to any person arising out of the process described in this notice.

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Annex (1) - Amended Timetable of Upcoming Principal Events

EVENT	EXPECTED TIME AND DATE
Chapter 15 application filing - date on which the	On or around 16 September 2019
Scheme Companies expect to file applications for
recognition of the Schemes in the United States under
Chapter 15, Title 11 of the United States Bankruptcy Code
Custody Instruction Deadline - latest time for	11:59 a.m. (London time) on 26 September
blocking of Notes held through Euroclear or	2019
Clearstream in the relevant Clearing System
Record Date -date when all Scheme Claims are	11:59 a.m. (London time) on 26 September
determined1	2019
Voting Instruction Deadline - latest time by which the	11:59 a.m. (London time) on 26 September
Information Agent must receive a valid Proxy Form or a	2019
valid Account Holder Letter (as applicable) in order for,
respectively, RCF Scheme Creditors' (who do not attend
the relevant RCF Scheme Meeting(s) in person) and Notes
Scheme Creditors' voting instructions to be taken into
account for the purposes of the relevant Scheme Meetings2
		TCG Scheme Meeting: 9:00 a.m. (London time)
		on 27 September 2019
		TCF2 Scheme Meeting: 9:15 a.m. (London
Scheme Meetings -the meetings of the Scheme Creditors	time) on 27 September 2019
to vote on the Schemes3	Cash RCF Lenders Scheme Meeting: 9:30 a.m.
		(London time) on 27 September 2019
		Contingent RCF Lenders Scheme Meeting: 9:45
		a.m. (London time) on 27 September 2019
Schemes Sanction Hearing - Court hearing to sanction	30 September 20194
the Schemes
Anticipated Amendments Effective Date	30 September 2019
Launch the consent request process to obtain	On or around 1 October 2019
instructions for debt releases

1

2

3

4

The Scheme Companies will be entitled to exercise discretion as to whether they recognise any assignment or transfer of Scheme Claims after the Record Date.

Account Holders are encouraged to obtain whatever information or instructions they may require from Noteholders in sufficient time to enable them to deliver to the Information Agent a completed Account Holder Letter as soon as possible, having considered the Explanatory Statement carefully. Elections and voting instructions will not be taken into account in respect of Proxy Forms and

Account Holder Letters received after the Voting Instruction Deadline, being 11:59 a.m. (London time) on 26 September 2019. Account Holders requiring any assistance in delivering Account Holder Letters should contact the Information Agent [e-mail].

The Scheme Meetings will be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London, EC2M 3XF.

The Court will be requested to sanction the Schemes. The date for that hearing is expected to be on or about 30 September 2019. However, if this date changes, the dates of all subsequent steps, including the Amendments Effective Date, may be affected. In this event, the date of the hearing will be announced at the Scheme Meetings to the extent then known or otherwise notified to the Scheme Creditors. A notice regarding the date and time of the hearing will be circulated once the hearing has been scheduled.

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	16 September 2019
EVENT	EXPECTED TIME AND DATE
Chapter 15 Hearing -court hearing under Chapter 15,	On or around 07 October 2019
Title 11 of the United States Bankruptcy Code to
recognise the Schemes and their effects in the United
States

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