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

TUI TRAVEL PLC

relevant securities this form relates:
(c) Name of the party to the offer with which exempt TUI TRAVEL PLC
principal trader is connected
(d) Date position held/dealing undertaken: 30 October 2014
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect TUI AG
of any other party to this offer?

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: 9,284,884 0.76% 125,826 0.01%
(2) Derivatives (other than
options): 899,038 0.07% 7,949,369 0.65%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
TOTAL: 10,183,922 0.84% 8,075,195 0.66%
Class of relevant security: Convertible Bond XS0503743949
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 0 0.00% 200,000 0.05%
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
TOTAL: 0 0.00% 200,000 0.05%

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 131 3.8940 GBP
ORD Purchase 133 3.8950 GBP
ORD Purchase 135 3.8680 GBP
ORD Purchase 151 3.9500 GBP
ORD Purchase 165 3.9570 GBP
ORD Purchase 263 3.8970 GBP
ORD Purchase 277 3.9950 GBP
ORD Purchase 303 3.9660 GBP
ORD Purchase 313 3.8960 GBP
ORD Purchase 313 3.9300 GBP
ORD Purchase 332 3.8840 GBP
ORD Purchase 376 3.8850 GBP
ORD Purchase 495 4.0030 GBP
ORD Purchase 627 3.8610 GBP
ORD Purchase 627 3.9390 GBP
ORD Purchase 643 4.0010 GBP
ORD Purchase 851 3.9609 GBP
ORD Purchase 1,422 3.9647 GBP
ORD Purchase 2,543 3.8939 GBP
ORD Purchase 2,741 3.9675 GBP
ORD Purchase 3,877 3.9451 GBP
ORD Purchase 5,904 3.9491 GBP
ORD Purchase 6,333 3.9468 GBP
ORD Purchase 10,294 3.9549 GBP
ORD Purchase 20,285 3.9293 GBP
ORD Purchase 54,086 3.9466 GBP
ORD Purchase 85,396 3.9605 GBP
ORD Purchase 16,657 3.9543 GBP
ORD Sale 131 3.8940 GBP
ORD Sale 133 3.8950 GBP
ORD Sale 135 3.8680 GBP
ORD Sale 165 3.9570 GBP
ORD Sale 263 3.8970 GBP
ORD Sale 277 3.9950 GBP
ORD Sale 303 3.9660 GBP
ORD Sale 313 3.8960 GBP
ORD Sale 313 3.9300 GBP
ORD Sale 332 3.8840 GBP
ORD Sale 376 3.8850 GBP
ORD Sale 495 4.0030 GBP
ORD Sale 500 3.8932 GBP
ORD Sale 627 3.8610 GBP
ORD Sale 627 3.9390 GBP
ORD Sale 643 4.0010 GBP
ORD Sale 2,543 3.8939 GBP
ORD Sale 2,741 3.9675 GBP
ORD Sale 4,609 3.9366 GBP
ORD Sale 5,219 3.9500 GBP
ORD Sale 10,271 3.9364 GBP
ORD Sale 22,709 4.0080 GBP
ORD Sale 27,272 3.9075 GBP
ORD Sale 48,421 3.9480 GBP

(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 5,068 3.9500 GBP
ORD SWAP Long 27,272 3.9075 GBP
ORD CFD Short 11,061 3.9478 GBP
ORD CFD Short 20,573 3.9985 GBP
ORD SWAP Short 25,405 3.9297 GBP
ORD CFD Short 33,513 3.9147 GBP

(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: 31 Oct 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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