TUI AG

M&A Activity • Feb 7, 2020

TUIAG (TUI) 07-Feb-2020 / 08:49 CET/CEST

Dissemination of a RegulatoryAnnouncement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.

The issuer is solely responsible for the content of this announcement.

TUIAG has reached an agreement today to contribute its 100% subsidiary Hapag-Lloyd Cruises into TUICruises, a 50:50 joint venture owned by TUIAG and Royal Caribbean Cruises, valuing it at €1.2bn on a debt and cash free basis, with an expected net cash consideration of approximately €700m (including an earn-out element of €63m, payable upon Hapag- Lloyd Cruises delivering its FY2020 budget EBIT) (the 'Transaction'). The Transaction is expected to generate a considerable book gain and is still subject to customary closing conditions and certain regulatory approvals and is expected to complete in summer 2020.

With the Transaction, TUI and Royal Caribbean Cruises Ltd. have agreed to further expand their partnership by using the proven joint venture structure of TUICruises also for the luxury and expedition cruise segment. The partnership combines the shipbuilding, operational and digital expertise of Royal Caribbean and the strong brand and distribution power of TUI. The Transaction is in line with TUI's previously stated objective to deliver additional profitable growth at a lower level of capital intensity.

Hapag-Lloyd Cruises is part of the TUIGroup's cruise businesses and is the leading provider of luxury and expedition cruises in German-speaking markets. Its fleet currently consists of two luxury ships within the five star plus category and three expedition cruise ships.A further expedition cruise ship has been ordered and will be added to Hapag-Lloyd Cruises' fleet in 2021 to replace Bremen. In light of the Transaction it is anticipated the luxury and expedition fleet will grow in the coming years, as it is expected that the demand for luxury and expedition cruises will continue to grow.

In the financial year ended 30 September 2019, Hapag-Lloyd Cruises generated a total revenue of €305m, an underlying EBITA of €43m and reported gross assets at 30 September 2019 of €660m. During 2019 Hapag-Lloyd took delivery of two industry leading expedition vessels, Hanseatic Nature (May 2019) and Hanseatic Inspiration (October 2019), setting the stage for growth. Excluding synergies, fiscal year 2020 is expected to deliver EBITDA of €90m. Going forward Hapag-Lloyd Cruises will be part of the TUICruises joint venture and further support the growth of TUIGroup Cruises segment.As we continue with our announced accelerated strategic growth and digital transformation initiatives, we will use the proceeds according to TUI's CapitalAllocation framework and to strengthen the Group's balance sheet.

ANALYST & INVESTOR ENQUIRIES

Mathias Kiep, Group Director Investor Relations and Corporate Finance	Tel: +44 (0)1293 645 925/ +49 (0)511 566 1425
Nicola Gehrt, Director, Head of Group Investor Relations	Tel: +49 (0)511 566 1435
Contacts forAnalysts and Investors in UK, Ireland andAmericas
Hazel Chung, Senior Investor Relations Manager	Tel: +44 (0)1293 645 823
Corvin Martens, Senior Investor Relations Manager	Tel: +49 (0)170 566 2321
Contacts forAnalysts and Investors in Continental Europe, Middle East andAsia
Ina Klose, Senior Investor Relations Manager	Tel: +49 (0)511 566 1318

Media
KuzeyAlexander Esener, Head of Media Relations	Tel: +49 (0)511 566 6024

ISIN: DE000TUAG000 Category Code: MSCU TIDM: TUI LEICode: 529900SL2WSPV293B552 OAM Categories:2.2. Inside information Sequence No.: 45325 EQS News ID: 970425

End ofAnnouncementEQS News Service