DGAP-Adhoc

TUI AG: Statement regarding proposed merger of TUI Travel and TUI AG

TUI AG / Key word(s): Strategic Company Decision/Mergers & Acquisitions

27.06.2014 14:59

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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AD-HOC ANNOUNCEMENT ACCORDING TO SECTION 15 OF THE GERMAN SECURITIES
TRADING ACT (WPHG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE OR AS TO THE TERMS
OF ANY OFFER

27 June 2014

For Immediate Release

TUI Travel plc ("TUI Travel") and TUI AG

Statement regarding proposed merger of TUI Travel and TUI AG
The Independent Directors of TUI Travel and the Executive Board (Vorstand)
of TUI AG are pleased to announce that they have reached an agreement in
principle on the key terms of a possible all-share nil-premium merger of
TUI Travel and TUI AG (the "Merger"). The Merger, if consummated, is
anticipated to deliver a number of strategic and financial benefits for
both the TUI Travel shareholders and TUI AG shareholders.

Strategic Highlights

* Creation of the world's number one integrated leisure tourism business
* Continuation of existing strong leadership
* Significant synergies through combining the two businesses
o Potential cost savings of at least EUR45 million (£36 million) per annum,
in addition to certain cash tax benefits
o Top line growth expected to be enhanced by broadening the portfolio of
unique holiday experiences, increased occupancy levels in existing hotels,
the future expansion of TUI AG's core hotel and cruise activities and
integrated yield management
* Simplification of the current group structure to unlock further value
within the businesses of the combined TUI AG and TUI Travel group (the
"Group")
* Acceleration in the growth of the Core Mainstream Tourism Business
o An enhanced growth profile from a broadened content portfolio and
increased investment in digital platforms to drive accelerated growth in
customer numbers
* Non-core businesses will be run separately and maximised for value
o The current Online Accommodation businesses and Specialist and Activity
sector of TUI Travel will operate separately from the core tourism business
and opportunities to maximise their value for the Group will be actively
pursued
o Hapag-Lloyd stake to be held for disposal

Key Terms

* Under the terms discussed between the parties, TUI Travel shareholders
(other than TUI AG and certain connected parties) would receive 0.399 new
TUI AG shares for each TUI Travel share that they own
* German domiciled Group with a premium listing on the London Stock
Exchange with an intention to seek inclusion in the FTSE UK Index Series
(including FTSE 100), in parallel to a quotation on a German stock exchange
* Intention to adhere to both the UK Corporate Governance Code and the
German Corporate Governance Code to the extent practicable. The Group is
expected to be subject to the shared jurisdiction of the UK Takeover Code
and applicable German takeover law
* TUI AG and TUI Travel expect that any dividends paid for the 2013/2014
financial year would ensure equivalent payment to TUI AG and TUI Travel
shareholders, taking into account the exchange ratio and would be in line
with the current TUI Travel dividend policy
* The Group intends to review its future dividend policy following
completion of the Merger and in light of its expected profits and free cash
flow generation, targeting a level which is in line with TUI Travel's
current dividend policy

Mr. Alexey Mordashov, the largest shareholder in TUI AG, has indicated his
support for the Merger.

Discussions remain ongoing and there can be no certainty that an offer will
be made or as to the terms of any offer.

Media Calls

There will be a call for UK and Germany media at 1500hrs (BST), 1600hrs
(CEST) today.
The UK media dial in details are:
Telephone number: [phone]
(from Germany: [phone])

The German media dial in details are:
Telephone number: [phone]
Analyst and Investor Webcast

A live webcast presentation for analysts and investors will start today at
1530hrs (BST), 1630hrs (CEST). To access the webcast, please go to
www.tuitravelplc.com or www.tui-group.com for more details. The
presentation will be available to download from both websites shortly
before the webcast is due to start. It will also be possible to listen to
the presentation via telephone.

The webcast dial in details are:
UK: [phone]
Germany: [phone]
France: [phone]
US: [phone]

Analyst and Investor Briefing
A briefing for analysts and investors will be held on Monday, 30 June, at
0930hrs (BST) at the London Stock Exchange, 10 Paternoster Square, London,
EC4M 7LS.

Strategic Rationale: Creation of the World's Number One Integrated Leisure
Tourism Business

If the Merger is consummated, it would bring together the content portfolio
of hotels and cruise ships of TUI AG with access to customers through the
distribution capability and unique holiday concepts of TUI Travel. It would
create a pure play integrated leisure travel Group that is a global leader,
capable of delivering a complete end-to-end customer experience, thereby
significantly enhancing the Group's growth opportunities and capability for
delivering material financial benefits.
TUI AG owns the most recognised travel brand in Europe. With over 230
hotels and more than 155,000 beds it is Europe's largest holiday hotelier
while its cruise operation is one of Europe's most successful. Having
rationalised its businesses through oneTUI it has ambitious growth plans to
double the size of its content.

TUI Travel's leisure tourism business operates as a single organisation
across Europe with a portfolio of tour operator brands servicing more than
30 million customers. Having differentiated itself from the rest of the
industry, its growth is focused on the continued development of unique
holidays, which are available exclusively through its brands, distributed
directly through its own channels with significant numbers of its customers
flying on its modern holiday airline fleet.

Core Mainstream Tourism Business

The Group would become a streamlined leisure tourism business which would
enhance its growth and margin profile by vertically integrating the TUI AG
hotel portfolio and cruise operations with the distribution capability of
TUI Travel. The Group would focus on broadening its customer offerings,
leveraging its brands and implementing its unique proposition across much
of the hotel portfolio, providing a superior experience to its customers.
The resources available to the Group would enable an acceleration of the
development of new content, driving and broadening the range of unique
holiday experiences that TUI Travel can deliver to new customers, thereby
enhancing the Group's top line growth.

A holistic end-to-end customer approach would be developed offering unique,
high quality content from the strongest brands in tourism booking anytime,
anywhere, any way - driving further expected growth through lifetime
customer value, building loyalty, retention and increased, long-term
sustainable profit growth.

Key to this is operating effectively in a digital age. Single solutions
developed and deployed to many would remove long-term infrastructure cost
and the Group therefore expects it would be able to focus cash utilisation
to accelerate the development of TUI Travel's existing 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 it with friends and family and returning home to the suggestion for
the next leisure travel experience from the Group - every step of the way.
In doing this, personal interaction on the ground at home, in the air and
in the resort would provide considerable added-value expertise.
The Core Mainstream Tourism Business recorded revenue of £13,426 million
(excluding Inbound Services) and EBITA (excluding central costs but
including Inbound Services) of £706 million in the financial year
2012/2013.

Non-Core Businesses

Given the future of the Group would be its Core Mainstream Tourism
business, the management would focus on unlocking value from its other
non-core assets.

The current Online Accommodation businesses and Specialist and Activity
sector of TUI Travel would operate separately from the core tourism
business and opportunities to maximise their value for the Group would be
actively pursued.

The Online Accommodation business recorded total transaction value of
£2,077 million and the Specialist and Activity sector recorded revenue of
£1,433 million in the financial year 2012/2013. Combined EBITA for both
businesses was £81 million for the same period.

The stake in Hapag-Lloyd Container Shipping held by TUI AG would be held as
a business for disposal within the Group, resulting in the Group becoming a
pure play integrated leisure tourism business.

Financial Benefits: Significant Shareholder Value Creation through both
Growth and Financial Benefits

Growth is the key driver for the proposed combination of TUI AG and TUI
Travel through the Merger, but financial benefits would be achieved in a
number of areas. The Independent Directors of TUI Travel and the Executive
Board of TUI AG, having reviewed and analysed the potential synergies of
the Merger, believe these would include:

* Potential recurring cost savings of at least EUR45 million (£36 million)
per annum are expected to be achieved by the third year following the
completion of the Merger. Estimated one-off integration costs of
approximately EUR45 million (£36 million) are expected to be incurred to
achieve these cost savings
* Use of carried forward tax losses and a more efficient tax grouping
possible under a unified ownership structure. Based on the group's tax
calculations for the 2012/13 financial year a cash tax benefit of EUR35
million (£28 million) would have been achieved had the two businesses been
combined in that year
* Top line growth is expected to be enhanced by commercial benefits such as
accelerated broadening of the portfolio of unique holiday experiences,
increased occupancy levels in existing hotels, the future expansion of TUI
AG's core hotel and cruise activities and integrated yield management
* Simplification of the group structure unlocking further value within the
Group's businesses, particularly those within the current TUI AG portfolio

Aside from the one-off integration costs set out above, no material
dis-synergies (whether or not recurring) are expected in connection with
the Merger. The Independent Directors of TUI Travel and the Executive
Board of TUI AG consider that the identified synergies would only accrue as
a direct result of the success of the offer and could not be achieved
independently of the Merger.

The above information on the potential synergy benefits should be read in
conjunction with Appendix I which includes further details including the
key assumptions underlying the potential synergies.

The Combination of the Businesses would Result in Accelerating Growth and
Strong Cashflow Potential

The Group would benefit from balance sheet strength, flexibility and strong
free cashflow generation.

TUI AG and TUI Travel intend that any dividends paid for the 2013/2014
financial year would ensure equivalent payment to TUI AG and TUI Travel
shareholders, taking into account the exchange ratio and would be in line
with the current TUI Travel dividend policy.

The Group intends to review its future dividend policy following completion
of the Merger, and in light of its expected profits and free cash flow
generation, targeting a level which is in line with TUI Travel's current
dividend policy.

If the Merger is consummated, the impact of these financial benefits would
strengthen the long term prospects for the Group and therefore also for
shareholders, customers, employees and other stakeholders.

Governance: Assured Continuation of the Leadership Team

TUI AG would propose to its shareholders to increase the Supervisory Board
members from 16 to 20. This would be subject to approval in an
extraordinary shareholder meeting, as the charter would need to be changed.

The Supervisory Board would comprise ten members representing the
shareholders, drawn in equal number from both TUI AG and TUI Travel, and
ten employee representatives. The new Supervisory Board would be chaired by
Prof. Dr. Klaus Mangold and Sir Michael Hodgkinson would be co-Vice
Chairman along with Frank Jakobi. Frank Jakobi would also be a
representative of the employees.

Prof. Dr. Klaus Mangold's term as Chairman of the Supervisory Board will
end at the Annual General Meeting in February 2016 and he will then retire.
Peter Long will then, on the proposal of the Supervisory Board, be
suggested as a member of the Board at the Annual General Meeting in 2016.
The Supervisory Board will undertake all necessary steps to achieve this,
and TUI AG will inform its shareholders at the EGM in 2014 about Peter
Long's future position.

It is foreseen that for a limited period of two years, the Supervisory
Board would have an Integration Committee, initially chaired by Prof. Dr.
Klaus Mangold and co-chaired by Sir Michael Hodgkinson. Main
responsibilities of this committee would be the monitoring of the Merger
and its implementation. It would advise the Executive Board as a whole and
would not have decision-making power.

Peter Long and Friedrich Joussen would become joint Chief Executives of the
Group until February 2016 and would be jointly responsible for achieving
the envisaged synergy benefits from the Merger. It is planned that Peter
Long would then become Chairman of the Supervisory Board of the Group.
Friedrich Joussen would lead the Group as sole CEO from February 2016
onwards.

It is anticipated that Peter Long would focus on delivering the envisaged
value creation for shareholders of the Group, and would also ensure that
the non-synergistic Online Accommodation businesses and Specialist and
Activity sector are managed separately in the Group, maximising value. He
would also work closely with Friedrich Joussen to ensure a smooth
transition and hand-over until February 2016.

Friedrich Joussen would be responsible for the strategy and future
development of the Core Mainstream Tourism Business and content platforms,
all of which would be at the core of the Group in the future. He would
focus on leading the Group to become even more competitive in the digital
age. In particular, this would include an accelerated development of hotels
and cruise content, profitable growth in the Mainstream markets based on
strong enhanced central platforms like airline and IT to facilitate the
achievement of the envisaged synergies.

It is envisaged that the Executive Board of the Group would have a balanced
number of members drawn from TUI AG and TUI Travel. Apart from Peter Long
and Friedrich Joussen it would further comprise:

From TUI Travel
* Johan Lundgren - Deputy-Group CEO leading all Mainstream markets
* William Waggott - CEO of Online Accommodation businesses and Specialist
and Activity sector focusing on managing these businesses separately for
value

From TUI AG
* Horst Baier - Group CFO
* Sebastian Ebel - HR/Arbeitsdirektor and in parallel responsible for all
Group platforms & processes - including Hotels & Resorts, Cruises and IT

The Group would be incorporated and headquartered in Germany and would
retain a two tier board structure. All of the envisaged appointments would
be subject to final approval by the Supervisory Board. Group and
operational management would continue to be located in multiple locations
as the Group continues to draw on the expertise across its markets and the
Group would endeavour to optimally utilise the existing talent in both
companies.

It is intended that the Group would adhere to both the UK Corporate
Governance Code and the German Corporate Governance Code to the extent
practicable, and is expected to be subject to the shared jurisdiction of
the UK Takeover Code and applicable German takeover law.

Key Terms of the Transaction

It is envisaged that the Merger would be achieved through a nil-premium
merger of TUI AG and TUI Travel, by way of a UK Scheme of Arrangement
involving TUI AG issuing new shares to the TUI Travel shareholders (other
than TUI AG and certain connected parties). It is anticipated that the
enlarged share capital of TUI AG would then be listed on the premium
segment of the main market of the London Stock Exchange and would seek
inclusion in the FTSE UK Index Series (including FTSE 100).

Under the proposed terms of the Merger, the TUI Travel shareholders (other
than TUI AG and certain connected parties) would receive:

0.399 New TUI AG Shares in exchange for each TUI Travel share held by them
at the relevant record time

The exchange ratio has been calculated on the basis that no dividend would
be paid by either of TUI AG or TUI Travel prior to completion of the
Merger, other than the TUI Travel interim dividend of 4.05 pence per TUI
Travel share previously announced by TUI Travel and payable on 3 October
2014. TUI AG and TUI Travel expect that any dividends paid for the
2013/2014 financial year would ensure equivalent payment to TUI AG and TUI
Travel shareholders, taking into account the exchange ratio and would be in
line with the current TUI Travel dividend policy.

Listing and Indexation: Premium listing on the London Stock Exchange and
intention to seek inclusion in the FTSE UK Index Series (including FTSE
100)

It is anticipated that the enlarged share capital of TUI AG would be listed
on the premium segment of the main market of the London Stock Exchange and
the Group would seek inclusion in the FTSE UK Index Series (including FTSE
100).

Following completion of the Merger, it is anticipated that TUI AG's shares
would be delisted from the regulated market of the Frankfurt Stock
Exchange. However, an Open Market Quotation would also be sought on the
Frankfurt Stock Exchange to provide the opportunity for investors to trade
their shares in the Group in Euro on a German stock exchange.

Following completion of the Merger, it is anticipated that TUI AG would be
eligible for inclusion in the FTSE UK Series Indices.

Commenting on the Merger

Sir Michael Hodgkinson, Deputy Chairman and Senior Independent Director of
TUI Travel said:
"The Merger would deliver significant value to shareholders. This is partly
due to the simplification of the ownership structure, the operational
synergies that we foresee and also the successful working relationship
already established between TUI AG and TUI Travel. Shareholders of TUI
Travel can take great confidence from the fact that Peter Long and his
team, who have created so much value for TUI Travel's shareholders, would
be strongly influential in running the Group and the delivery of those
synergies."

Prof. Dr. Klaus Mangold, Chairman of the Supervisory Board of TUI AG said:
"The Merger would unlock significant value creation potential. It is a
unique opportunity to simplify our group structure and combines a strong
German corporate structure with a leading UK capital markets and FTSE 100
listing profile. It would create significant potential for our
shareholders, employees and customers. I would take responsibility together
with the above described integration committee. We will do everything to
give comfort to the TUI AG shareholders to continue to be committed with
their shares in the Group."

Peter Long, Chief Executive of TUI Travel and Member of the TUI AG
Executive Board said:
"I strongly believe that the Merger would give us the unparalleled
opportunity to build on the successful platform we have created as TUI
Travel. Friedrich Joussen and I have formed a very effective partnership
over the last 18 months and together we would be able to accelerate our
unique holiday concept growth plans utilising TUI AG's strong asset
portfolio, whilst seeking to maximise the value in our non-core businesses
to deliver even greater value to all our shareholders as the world's number
one integrated leisure tourism business."

Friedrich Joussen, Chief Executive of TUI AG and Chairman of TUI Travel
said:
"The Merger of TUI AG and TUI Travel would create the number one integrated
leisure tourism group in the world and we would expect substantial
synergies from combining these two publicly listed companies. Our strength
would come from the combination of a global tour operator business, six
airlines as well as a unique portfolio of tourism products including
hotels, clubs and cruise lines. All combined under the globally renowned
TUI AG brand representing unique holiday experiences and setting quality
standards for the industry. This also provides us with a competitive
advantage for the ongoing digitalisation of the tourism sector. We are
convinced that the Merger, if implemented, would represent an important and
positive step for our shareholders and customers and would enable us to
offer attractive opportunities to our employees across 130 countries."

Mr. Alexey Mordashov Support

Mr. Alexey Mordashov, TUI AG's largest shareholder has indicated his
support for the Merger, and said:
"I am pleased with the recent business development of both companies. The
combination will serve to improve the tourism business model and help drive
future business growth for the benefit of both shareholder groups."


Anticipated Timing
It is currently anticipated that any announcement of a firm intention to
put forward a Merger proposal would not be made before mid-September 2014,
with closing anticipated by around Spring 2015.

Further Information
This announcement is not an announcement of a firm intention to make an
offer under Rule 2.7 of the Code and there can be no certainty that an
offer will be made or as to the terms of any offer. Assuming a merger is
formally proposed to shareholders, full details will be published at that
time relating to any proposals to be made to TUI Travel convertible
bondholders and to holders of options over TUI Travel shares.

The parties reserve the right to introduce other forms of consideration
and/or to vary the mix of consideration.

In addition, TUI AG reserves the right to make an offer for TUI Travel at
any time on less favourable terms:

i. with the agreement or recommendation of the TUI Travel Independent
Directors;
ii. in the event that any TUI Travel dividend is announced, declared, made
or paid in excess of the interim dividend of 4.05 pence per TUI Travel
share previously announced by TUI Travel;
iii. if a third party announces a firm intention to make an offer for TUI
Travel on less favourable terms; or
iv. following the announcement by TUI Travel of a whitewash transaction
pursuant to the Code.

Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may
not be achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. For the
purposes of Rule 28 of the Code, statements of estimated cost savings and
synergies in this announcement are solely the responsibility of the
Independent Directors of TUI Travel and the Executive Board of TUI AG.
These statements are not intended as a profit forecast and should not be
interpreted as such. Appendix I includes reports in connection with the
synergy statements from PricewaterhouseCoopers LLP, Deutsche Bank AG
("Deutsche Bank"), Greenhill & Co Europe LLP ("Greenhill") and Lazard &
Co., Limited ("Lazard"), as required pursuant to Rule 28.1(a) of the Code.
Each of PricewaterhouseCoopers LLP, Deutsche Bank, Greenhill and Lazard has
given and not withdrawn its consent to the publication of its report in the
form and context in which it is included.

The Independent Directors of TUI Travel comprise all directors of TUI
Travel other than Friedrich Joussen, Peter Long, Horst Baier and Sebastian
Ebel, being those directors of TUI Travel who also have roles within the
existing TUI AG group. Peter Long, as CEO of TUI Travel, is not
participating in the Executive Board (Vorstand) of TUI AG for the purposes
of the Merger.

Under Rule 2.6(a) of the Code, TUI AG is required, by no later than 5.00
p.m. (London time) on 25 July 2014, to either announce a firm intention to
put forward a merger proposal to TUI Travel in accordance with Rule 2.7 of
the Code or announce that it does not intend to put forward such a merger
proposal, in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline may be extended with the
consent of the UK Takeover Panel in accordance with Rule 2.6 of the Code.

The Executive Board of TUI AG and the Independent Directors of TUI Travel
each confirms its intention to request an extension to the deadline from
the Panel if the parties are still in discussions at that time.

A further announcement will be made in due course.

A copy of this announcement will be available for inspection on TUI
Travel's website at www. tuitravelplc.com and on TUI AG's website at
www.tui-group.com by no later than 12 noon (London time) on the business
day following this announcement. For the avoidance of doubt, the contents
of these websites are not incorporated into and do not form part of this
announcement.

Details of Relevant Securities of TUI AG in Issue

In accordance with Rule 2.10 of the Code, TUI AG confirms that it has in
issue:

(a) 279,061,400 ordinary shares (without par value). TUI AG holds no
shares in Treasury. The International Securities Identification Number
("ISIN") for the ordinary shares is DE000TUAG000.
(b) EUR 67,209,645.10 of convertible bonds with a coupon of 5.5% due in
November 2014 in issue (the "TUI AG November 2014 Bonds"). The ISIN for the
November 2014 Bonds is DE000TUAG117.
(c) EUR 338,945,036.76 of convertible bonds with a coupon of 2.75% due in
March 2016 in issue (the "TUI AG March 2016 Bonds"). The ISIN for the March
2016 Bonds is DE000TUAG158.

The TUI AG November 2014 Bonds and the TUI AG March 2016 Bonds are
convertible into TUI AG ordinary shares.
Note:
* The total number of ordinary shares comprises the registered share
capital of TUI AG, together with all shares issued out of the conditional
capital since the date that TUI AG's registered share capital was last
recorded with the Commercial Register and in its charter.
Details of Relevant Securities of TUI Travel in Issue
In accordance with Rule 2.10 of the Code, TUI Travel confirms that it has
in issue:
(a) 1,118,010,670 ordinary shares with a nominal value of 10 pence each.
TUI Travel holds no shares in Treasury. The ISIN for the ordinary shares is
GB00B1Z7RQ77.
(b) GBP 350,000,000 of convertible bonds with a coupon of 6.0% due in
October 2014 (the "TUI Travel 2014 Convertible Bonds"). The ISIN for the
2014 Convertible Bonds is XS0455660216.
(c) GBP 400,000,000 of convertible bonds with a coupon of 4.9% due in April
2017 (the "TUI Travel 2017 Convertible Bonds"). The ISIN for the 2017
Convertible Bonds is XS0503743949.
The TUI Travel 2014 Convertible Bonds and the TUI Travel 2017 Convertible
Bonds are convertible into TUI Travel ordinary shares.


Enquiries:
TUI AG Contacts
Analysts & Investors:
Björn Beroleit, Director of Investor Relations
[phone]
Nicola Gehrt, Senior Manager Investor Relations
[phone]

Press:
Michael Röll, Head of Group Communications TUI AG
[phone]
Kuzey Esener, Head of Media Relations/Corporate Spokesperson
[phone]
Deutsche Bank (financial adviser and corporate broker to TUI AG):
[phone]
Berthold Fuerst
James Ibbotson
James Agnew (Corporate Broking)
Greenhill (financial adviser to TUI AG):
[phone]
David Wyles
Philip Meyer-Horn
Alex Usher-Smith

TUI Travel Contacts
Analysts & Investors:
Andy Long, Director of Strategy & Investor Relations
Tel: [phone]
Tej Randhawa, Investor Relations Manager
Tel: [phone]

Press:
Lesley Allan, Corporate Communications Director
Tel: [phone]
Mike Ward, External Communications Manager
Tel: [phone]
Michael Sandler / Katie Matthews (Hudson Sandler)
Tel: [phone]

Lazard (lead financial adviser to the Independent Directors of TUI Travel):
[phone]
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Aamir Khan

Bank of America Merrill Lynch (financial adviser and joint corporate broker
to the Independent Directors of TUI Travel):
[phone]
Jonathan Bewes
Ed Peel



Barclays (financial adviser and joint corporate broker to the Independent
Directors of TUI Travel):
[phone]
Jim Renwick
Robert Mayhew
Alex de Souza

This announcement is not intended to, and does not, constitute, represent
or form part of any offer, invitation or solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of,
any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law or regulation and therefore any person who
comes into possession of this announcement should inform themselves about,
and comply with, such restrictions. Any failure to comply with such
restrictions may constitute a violation of the securities laws or
regulations of any such relevant jurisdiction.

Notice to US holders of TUI Travel Shares

The Merger is expected to involve an exchange of the securities of a UK
company for the securities of a German company and be subject to UK and
German disclosure requirements, which are different from those of the
United States. The financial information included in this announcement has
been prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United
States.

The Merger is anticipated to be made by means of a scheme of arrangement
under the UK Companies Act 2006 and otherwise in accordance with the
requirements of the Code. The scheme of arrangement will relate to the
shares of a UK company that is a 'foreign private issuer' as defined under
Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the proposed combination will be subject to
disclosure and other procedural requirements applicable in the UK to
schemes of arrangement, which differ from the disclosure requirements of
the US proxy and tender offer rules under the US Exchange Act.

Any securities to be issued under the Merger have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state, district or other
jurisdiction of the United States, or of Australia, Canada or Japan.
Accordingly, such securities may not be offered, sold, re-offered, resold
or delivered, directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from the applicable registration requirements of
such jurisdictions. It is expected that the new TUI AG shares to be issued
in the Merger will be issued in reliance upon the exemption from the
registration requirements of the Securities Act provided by section
3(a)(10) of the Securities Act.

Any securities to be issued under the Merger have not been and will not be
registered with, recommended by or approved by the US Securities and
Exchange Commission or any other federal, state or foreign securities
commission or regulatory authority, nor has any such commission or
regulatory authority reviewed or passed comment upon the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence.

Forward-looking statements

This announcement contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All
statements other than statements of historical fact are forward-looking
statements. They are based on current expectations and projections about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as
"plans", "expects", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes", "targets",
"aims", "projects" or words or terms of similar substance or the negative
thereof, as well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would","might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Forward-looking statements may include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of TUI AG's or TUI Travel's operations and potential synergies
resulting from the Merger; and (iii) the effects of global economic
conditions on TUI AG's or TUI Travel's business.

Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are
based on certain key assumptions. Many factors may cause the actual
results, performance or achievements of TUI AG or TUI Travel to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Important factors
that could cause actual results, performance or achievements of TUI AG or
TUI Travel to differ materially from the expectations of TUI AG or TUI
Travel, as applicable, include, among other things, general business and
economic conditions globally, industry trends, competition, changes in
government and other regulation, changes in political and economic
stability, disruptions in business operations due to reorganisation
activities (whether or not TUI AG combines with TUI Travel), interest rate
and currency fluctuations, the failure to satisfy any conditions for the
Merger on a timely basis or at all, the failure to satisfy the conditions
of the Merger if and when implemented (including approvals or clearances
from regulatory and other agencies and bodies) on a timely basis or at all,
the failure of TUI AG to combine with TUI Travel on a timely basis or at
all, the inability of the Group to realise successfully any anticipated
synergy benefits when the Merger is implemented, the inability of the Group
to integrate successfully TUI AG's and TUI Travel's operations and
programmes when the Merger is implemented, the Group incurring and/or
experiencing unanticipated costs and/or delays or difficulties relating to
the Merger when the Merger is implemented. Such forward-looking statements
should therefore be construed in light of such factors.

Neither TUI AG nor TUI Travel, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. You
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.

Other than in accordance with its legal or regulatory obligations, neither
TUI AG nor TUI Travel is under any obligation and TUI AG and TUI Travel
each expressly disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Statements by Financial Advisers

Deutsche Bank AG is authorised under German Banking Law (competent
authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank
AG, London Branch is further authorised by the Prudential Regulation
Authority and is subject to limited regulation by the Financial Conduct
Authority and Prudential Regulation Authority. Deutsche Bank is acting as
joint financial adviser to TUI AG and no one else in connection with the
Merger or the contents of this announcement and will not be responsible to
anyone other than TUI AG for providing the protections afforded to its
clients or for providing advice in connection with the contents of this
announcement or any matter referred to herein.

Greenhill & Co. Europe LLP, which is authorised and regulated by the
Financial Conduct Authority, and is also authorised under German Banking
Law (competent authority: BaFIN - Federal Financial Supervisory Authority),
is acting as joint financial adviser to TUI AG and no one else in
connection with the Merger or the contents of this announcement and will
not be responsible to anyone other than TUI AG for providing the
protections afforded to its clients or for providing advice in connection
with the contents of this announcement or any matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to the Independent Directors of TUI Travel and no one
else in connection with the Merger and will not be responsible to anyone
other than the Independent Directors of TUI Travel for providing the
protections afforded to clients of Lazard & Co., Limited nor for providing
advice in relation to the Merger or any other matters referred to in this
announcement. Neither Lazard & Co., Limited nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct
or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Lazard & Co., Limited in connection with
this announcement, any statement contained herein, the Merger or otherwise.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which
is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for TUI Travel and no one else in connection with the
matters described herein and will not be responsible to anyone other than
TUI Travel for providing the protections afforded to its clients or for
providing advice in relation to the matters described in this announcement
or any transaction or any other matters referred to herein

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of
America Corporation, is acting exclusively for TUI Travel in connection
with the matters described in this Announcement and for no one else and
will not be responsible to anyone other than TUI Travel for providing the
protections afforded to its clients or for providing advice in relation to
the matters described in this Announcement or any transaction or any other
matters referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more
of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement
in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business
day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror
was first identified. You should contact the Panel's Market Surveillance
Unit on [phone] if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.
End
 
APPENDIX I
QUANTIFIED FINANCIAL BENEFITS STATEMENT
Part A
This announcement includes statements of estimated cost savings and
synergies arising from the Merger (together, the "Quantified Financial
Benefits Statement").
A copy of the Quantified Financial Benefits Statement is set out below:
Financial Benefits: Significant Shareholder Value Creation through both
Growth and Financial Benefits
Growth is the key driver for the proposed combination of TUI AG and TUI
Travel through the Merger, but financial benefits would be achieved in a
number of areas. The Independent Directors of TUI Travel and the Executive
Board of TUI AG, having reviewed and analysed the potential synergies of
the Merger, believe these would include:
* Potential recurring cost savings of at least EUR45 million (£36 million)
per annum are expected to be achieved by the third year following the
completion of the Merger. Estimated one-off integration costs of
approximately EUR45 million (£36 million) are expected to be incurred to
achieve these cost savings
* Use of carried forward tax losses and a more efficient tax grouping
possible under a unified ownership structure. Based on the group's tax
calculations for the 2012/13 financial year a cash tax benefit of EUR35
million (£28 million) would have been achieved had the two businesses been
combined in that year
* Top line growth is expected to be enhanced by commercial benefits such as
accelerated broadening of the portfolio of unique holiday experiences,
increased occupancy levels in existing hotels, the future expansion of TUI
AG's core hotel and cruise activities and integrated yield management
* Simplification of the group structure unlocking further value within the
Group's businesses, particularly those within the current TUI AG portfolio
Aside from the one-off integration costs set out above, no material
dis-synergies (whether or not recurring) are expected in connection with
the Merger. The Independent Directors of TUI Travel and the Executive
Board of TUI AG consider that the identified synergies would only accrue as
a direct result of the success of the offer and could not be achieved
independently of the Merger.
Further information on the bases of belief supporting the Quantified
Financial Benefits Statement, including the principal assumptions and
sources of information, is set out below.
Further information on the potential cost savings
Potential recurring cost savings of at least EUR45 million (£36 million)
per annum are expected to be achieved by the third year following the
completion of the Merger.
The potential cost savings are expected to derive from a corporate
streamlining process resulting from the combination of the two businesses.
The major component parts of the proposed corporate streamlining are:
* Cost savings expected to arise from the consolidation of overlapping
functions which are expected to represent more than half of the total
identified cost savings; and
* The costs that would be saved from moving from a structure with two
separate stock market listings to one listing.

Bases of belief
Following initial discussions between the parties regarding the Merger in
May and June 2014, TUI AG and TUI Travel established a senior executive
team to evaluate and assess the potential synergies available for the
integration.
The team, which comprised senior strategy, financial and human resources
personnel from both TUI AG and TUI Travel, has worked collaboratively
during the last 6 weeks to identify and quantify potential synergies as
well as estimate any associated costs.
In preparing the Quantified Financial Benefits Statement, both TUI AG and
TUI Travel have shared certain operating and financial information to
facilitate a detailed analysis in support of evaluating the potential
synergies available from the Merger.
The cost bases used as the basis for the quantification exercise are the
six months actual cost base to March 2014 plus six months of the latest
forecast cost base to September 2014 for each business.
The exchange rate used to convert between EUR and GBP is 0.8000.
Reports
As required by Rule 28.1(a) of the Code, PricewaterhouseCoopers LLP, as
reporting accountants to TUI AG and to TUI Travel, have provided a report
stating that, in their opinion, the Quantified Financial Benefits Statement
has been properly compiled on the basis stated. In addition Deutsche Bank
and Greenhill, as financial advisers to TUI AG, and Lazard, as financial
adviser to the Independent Directors of TUI Travel, have provided reports
stating that, in their opinion, and subject to the terms of such reports,
the Quantified Financial Benefits Statement, for which the Independent
Directors of TUI Travel and the Executive Board of TUI AG are jointly
responsible, has been prepared with due care and consideration.
Copies of these reports are included below. Each of PricewaterhouseCoopers
LLP, Deutsche Bank, Greenhill and Lazard have given and not withdrawn its
consent to the publication of its report in the form and context in which
it is included.
Notes
1. The statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, or may be achieved later or
sooner than estimated, or those achieved could be materially different from
those estimated. No statement in the Quantified Financial Benefits
Statement, or this announcement generally, should be construed as a profit
forecast or interpreted to mean that the Group's earnings in the first full
year following the Merger, or in any subsequent period, would necessarily
match or be greater than or be less than those of TUI AG and/or TUI Travel
for the relevant preceding financial period or any other period.

2. Due to the scale of the Group, there may be additional changes to the
Group's operations. As a result, and given the fact that the changes relate
to the future, the resulting cost savings may be materially greater or less
than those estimated.
 

3. In arriving at the estimate of synergies set out in this announcement,
the Independent Directors of TUI Travel and the Executive Board of TUI AG
have assumed that:

a. There will be no significant impact on the underlying operations of
either business.
b. There will be no material change to macroeconomic, political or legal
conditions in the markets or regions in which TUI AG and TUI Travel operate
that materially impact on the implementation or costs to achieve the
proposed cost savings.
c. There will be no material change in exchange rates.
d. There will be no material change in tax legislation or tax rates in the
countries in which TUI AG and TUI Travel operate that could materially
impact the ability to achieve the cash tax benefit.
e. Achievement of the cash tax benefits would be facilitated by the Group
being a German domiciled and headquartered business. 
Part B

Report from PricewaterhouseCoopers LLP

The Directors
TUI AG
Karl-Wiechert-Allee 4
30625 Hanover
Germany
Deutsche Bank AG, London Branch
1 Great Winchester Street
London
EC2N 2DB

The Independent Directors
TUI Travel PLC
TUI Travel House
Crawley Business Quarter
Fleming Way
Crawley
West Sussex
RH10 9QL
Greenhill & Co. Europe LLP
Lansdowne House
57 Berkeley Square
London
W1J 6ER

Lazard & Co., Limited
50 Stratton Street
London
W1J 8LL

(together the "Financial Advisers")



27 June 2014
Dear Sirs,
Possible all-share nil-premium merger of TUI Travel PLC ("TUI Travel") and
TUI AG ("TUI AG")

We report on the potential operational synergies and related cost
reductions and tax savings statement (the "Statement") by the Independent
Directors of TUI Travel (the "TUI Travel Directors") and the Executive
Board (Vorstand) of TUI AG (the "TUI AG Board") set out in the paragraph
titled: "Financial Benefits: Significant Shareholder Value Creation through
both Growth and Financial Benefits" of the Rule 2.4 Announcement dated 27
June 2014 (the "Announcement") to the effect that:

* "Potential recurring cost savings of at least EUR45 million (£36 million)
per annum are expected to be achieved by the third year following the
completion of the Merger. Estimated one-off integration costs of
approximately EUR45 million (£36 million) are expected to be incurred to
achieve these cost savings
* Use of carried forward tax losses and a more efficient tax grouping
possible under a unified ownership structure. Based on the group's tax
calculations for the 2012/13 financial year a cash tax benefit of EUR35
million (£28 million) would have been achieved had the two businesses been
combined in that year".

The Statement has been made in the context of disclosure in Appendix I of
the Announcement setting out the bases of the belief of the TUI Travel
Directors and the TUI AG Board supporting the Statement and their analysis
and explanation of the underlying constituent elements.

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers
and Mergers (the "Code") and is given for the purpose of complying with
that rule and for no other purpose.

Responsibilities

It is the responsibility of the TUI Travel Directors and the TUI AG Board
to make the Statement in accordance with the Code.

It is our responsibility to form our opinion as required by Rule 28.1(a)(i)
of the Code, as to whether the Statement has been properly compiled on the
basis stated.

Save for any responsibility which we may have to those persons to whom this
report is expressly addressed or to the shareholders of TUI Travel as a
result of the inclusion of this report in the Announcement, and for any
responsibility arising under Rule 28.1(a)(i) of the Code to any person as
and to the extent therein provided, to the fullest extent permitted by law
we do not assume any responsibility and will not accept any liability to
any other person for any loss suffered by any such other person as a result
of, arising out of, or in connection with this report or our statement,
required by and given solely for the purposes of complying with Rule
28.1(a)(i) of the Code, consenting to its inclusion in the Announcement.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board in the United Kingdom. We
have discussed the Statement together with the relevant bases of belief
(including sources of information and assumptions) with the TUI Travel
Directors and the TUI AG Board and with the Financial Advisers. Our work
did not involve any independent examination of any of the financial or
other information underlying the Statement.

Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we can express
no opinion as to whether the actual benefits achieved will correspond to
those anticipated in the Statement and the differences may be material.

Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America
or other jurisdictions and accordingly should not be relied upon as if it
had been carried out in accordance with those standards and practices.

Opinion

In our opinion, on the basis of the foregoing, the Statement has been
properly compiled on the basis stated.

Yours sincerely




PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP is a limited liability partnership registered in
England with registered number OC303525. The registered office of
PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.
PricewaterhouseCoopers LLP is authorised and regulated by the Financial
Conduct Authority for designated investment business 

Part C

Report from Deutsche Bank and Greenhill

The Executive Board
on behalf of TUI AG
Karl-Wiechert-Allee 4
30625 Hanover
Germany
27 June 2014
Dear Sirs,
Possible all-share nil-premium merger of TUI Travel plc ("TUI Travel") and
TUI AG ("TUI AG")
We refer to the Quantified Financial Benefits Statement, the bases of
belief thereof and the notes thereto (together, the "Statement") as set out
in Part A of Appendix I of this announcement, for which the Independent
Directors of TUI Travel (the "TUI Travel Directors") and the Executive
Board (Vorstand) of TUI AG (the "TUI AG Board") are jointly responsible
under Rule 28 of the City Code on Takeovers and Mergers (the "Code").
We have discussed the Statement (including the assumptions and sources of
information referred to therein), with the TUI AG Board and those officers
and employees of TUI AG who developed the underlying plans. The Statement
is subject to uncertainty as described in this announcement and our work
did not involve an independent examination of any of the financial or other
information underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by TUI AG, or otherwise discussed with us,
and we have assumed such accuracy and completeness for the purposes of
providing this letter.
We do not express any opinion as to the achievability of the quantified
financial benefits identified by the TUI AG Board.
We have also reviewed the work carried out by PricewaterhouseCoopers LLP
and have discussed with them the opinion set out in Part B of Appendix I of
this announcement addressed to yourselves and ourselves on this matter.
This letter is provided to you solely in connection with Rule 28.1(a)(ii)
of the City Code on Takeovers and Mergers and for no other purpose. No
person other than the TUI AG Board can rely on the contents of this letter
and, to the fullest extent permitted by law, we exclude all liability
(whether in contract, tort or otherwise) to any other person, in respect of
this letter, its contents or the work undertaken in connection with this
letter or any of the results that can be derived from this letter or any
written or oral information provided in connection with this letter, and
any such liability is expressly disclaimed, except to the extent that such
liability cannot be excluded by law.
On the basis of the foregoing, we consider that the Statement, for which
you, as the TUI AG Board are jointly responsible with the TUI Travel
Directors, has been prepared with due care and consideration.
Yours faithfully, Yours faithfully,


Deutsche Bank AG, London Branch Greenhill & Co. Europe LLP

Part D

Report from Lazard & Co., Limited
The Independent Directors
TUI Travel PLC
TUI Travel House
Crawley Business Quarter
Fleming Way
Crawley
West Sussex
RH10 9QL
27 June 2014
Dear Sirs,
Possible all-share nil-premium merger of TUI Travel plc ("TUI Travel") and
TUI AG ("TUI AG")
We refer to the Quantified Financial Benefits Statement, the bases of
belief thereof and the notes thereto (together, the "Statement") as set out
in Part A of Appendix I of this announcement, for which the Independent
Directors of TUI Travel (the "Independent Directors of TUI Travel") and the
Executive Board (Vorstand) of TUI AG (the "TUI AG Board") are jointly
responsible under Rule 28 of the City Code on Takeovers and Mergers (the
"Code").
We have discussed the Statement (including the assumptions and sources of
information referred to therein), with the Independent Directors of TUI
Travel and those officers and employees of TUI Travel who developed the
underlying plans. The Statement is subject to uncertainty as described in
this announcement and our work did not involve an independent examination
of any of the financial or other information underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by TUI Travel, or otherwise discussed with
us, and we have assumed such accuracy and completeness for the purposes of
providing this letter.
We do not express any opinion as to the achievability of the quantified
financial benefits identified by the Independent Directors of TUI Travel.
We have also reviewed the work carried out by PricewaterhouseCoopers LLP
and have discussed with them the opinion set out in Part B of Appendix I of
this announcement addressed to yourselves and ourselves on this matter.
This letter is provided to you solely in connection with Rule 28.1(a)(ii)
of the Code and for no other purpose. We accept no responsibility to TUI
Travel or its shareholders or any person other than the Independent
Directors of TUI Travel in respect of the contents of this letter; no
person other than the Independent Directors of TUI Travel can rely on the
contents of this letter and to the fullest extent permitted by law, we
exclude all liability to any other person, in respect of this letter or the
work undertaken in connection with this letter.
On the basis of the foregoing, we consider that the Statement, for which
you as the Independent Directors of TUI Travel are jointly responsible with
the TUI AG Board, has been prepared with due care and consideration.
Yours faithfully,


Lazard & Co., Limited




Investor Relations:
Björn Beroleit, phone [phone]
Nicola Gehrt, phone [phone]

Press:
Michael Röll, phone [phone]
Kuzey Alexander Esener, phone [phone]


27.06.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: TUI AG
Karl-Wiechert-Allee 4
30625 Hannover
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.tui-group.com
ISIN: DE000TUAG000, DE000TUAG059,, DE000TUAG117,, DE000TUAG158
WKN: TUAG00 , TUAG05,, TUAG11,, TUAG15
Indices: M-DAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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