FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:

BARCLAYS CAPITAL SECURITIES LTD

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

TUI AG

(c) Name of the party to the offer with which exempt principal trader is connected:

TUI TRAVEL PLC

(d) Date position held/dealing undertaken:

25 July 2014

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES:

TUI TRAVEL PLC

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 766,073 0.27% 485,484 0.17%
(2) Derivatives (other than
options): 481,966 0.17% 675,625 0.24%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
(4) TOTAL:
1,248,039 0.45% 1,161,109 0.42%
Class of relevant security: Convertible Bond DE000TUAG158
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 2,868 0.00% 0 0.00%
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
(4) TOTAL:
2,868 0.00% 0 0.00%
Class of relevant security: Convertible Bond DE000TUAG117
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 214 0.00% 0 0.00%
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
(4) TOTAL:
214 0.00% 0 0.00%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant Purchase/sale Number of Price per unit
security securities
ORD Purchase 226 10.7959 EUR
ORD Purchase 986 10.8950 EUR
ORD Purchase 1,363 10.8868 EUR
ORD Purchase 2,105 10.8665 EUR
ORD Purchase 2,472 10.8680 EUR
ORD Purchase 2,664 10.8839 EUR
ORD Purchase 3,123 10.8509 EUR
ORD Purchase 5,066 10.9026 EUR
ORD Purchase 10,449 10.8519 EUR
ORD Purchase 39,900 10.8232 EUR
ORD Sale 282 10.8900 EUR
ORD Sale 475 10.8604 EUR
ORD Sale 1,501 10.8032 EUR
ORD Sale 1,657 10.8769 EUR
ORD Sale 14,652 10.8619 EUR

(b) Derivatives transactions (other than options)

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 475 10.8604 EUR
ORD CFD Long 922 10.7989 EUR
ORD SWAP Long 2,518 10.8617 EUR
ORD SWAP Short 387 10.8960 EUR
ORD SWAP Short 599 10.8961 EUR
ORD SWAP Short 2,105 10.8665 EUR
ORD CFD Short 2,472 10.8680 EUR
ORD SWAP Short 3,173 10.8661 EUR
ORD SWAP Short 5,066 10.9026 EUR
ORD CFD Short 39,900 10.8232 EUR

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type

e.g. American, European etc.

Expiry date Option money paid/ received per unit

(ii) Exercising

Class of relevant security Product description

e.g. call option

Number of securities Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security Nature of dealing

e.g. subscription, conversion

Details Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached? NO
Date of disclosure:

28 Jul 2014

Contact name:

Rajesh Muthanna

Telephone number:

020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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