TUI AG Hanover and Berlin
Notification on the issue of convertible bonds with exclusion of subscription rights in accordance with Section 49 (1) sentence 1 no. 2 German Securities Trading Act(Wertpapierhandelsgesetz)
The annual general meeting of TUI AG authorized the executive board by resolution dated 25 March
2021 under agenda item 7 to issue, with the consent of the supervisory board, bearer or registered convertible bonds, bonds with warrants, profit-participation rights or participating bonds (or
combinations of these instruments) (hereinafter collectively referred to as 'Bonds') once or several
times with a total nominal amount of up to EUR 2,000,000,000.00 until and including 24 March 2026
and to grant holders and creditors of the Bonds conversion or warrant rights to shares in the
Company representing a pro rata amount of the share capital of up to EUR 109,939,363.00, in
accordance with the terms and conditions of the Bonds or to attach conversion or warrant
obligations to these Bonds (hereinafter the 'Authorization').
As announced in the German Federal Gazette (Bundesanzeiger) on 14 April 2021, TUI AG issued -
with partial use of this Authorization - 4,000 convertible bonds with a nominal amount of EUR
100,000.00 each, thus with a total nominal amount of EUR 400,000,000.00, the conversion rights
grant up to 74,583,729 shares with a proportionate amount in the share capital of EUR 1.00 each
(hereinafter the 'Convertible Bond 2021').
Again using this Authorization, the transaction committee of the executive board, authorized by the
resolution of the executive board of 25 June 2021, resolved on 28 June 2021 with the approval of
the supervisory board of 25 June 2021 a tap issuance of the Convertible Bond 2021 and to issue
further 1,896 convertible bonds with a nominal amount of EUR 100,000.00 each, thus with a total
nominal amount of EUR 189,600,000.00, granting conversion rights to up to 35,352,687 shares with
a proportionate amount in the share capital of EUR 1.00 each, and that statutory subscription rights
of the shareholders were excluded in compliance with the detailed provisions of the Authorization
and with the legal requirements in accordance with Section 186 (3) sentence 4 German Stock
Corporation Act (Aktiengesetz).