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:

18 Nov 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: 578,412 0.20% 341,832 0.12%
(2) Derivatives (other than
options): 341,578 0.12% 490,351 0.17%
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 919,990 0.32% 832,183 0.29%
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%

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 357 12.6700 EUR
ORD Purchase 402 12.7150 EUR
ORD Purchase 700 12.6850 EUR
ORD Purchase 700 12.7200 EUR
ORD Purchase 744 12.7000 EUR
ORD Purchase 1,178 12.9550 EUR
ORD Purchase 2,495 12.9525 EUR
ORD Purchase 2,645 12.8292 EUR
ORD Purchase 2,671 12.8009 EUR
ORD Purchase 4,713 12.8016 EUR
ORD Purchase 4,791 12.6950 EUR
ORD Purchase 5,749 12.7681 EUR
ORD Purchase 6,007 12.7827 EUR
ORD Purchase 7,754 12.7635 EUR
ORD Purchase 21,390 12.7586 EUR
ORD Purchase 22,640 12.7834 EUR
ORD Purchase 35,464 12.7000 EUR
ORD Purchase 32,435 12.7623 EUR
ORD Sale 130 12.8450 EUR
ORD Sale 251 12.9400 EUR
ORD Sale 357 12.6700 EUR
ORD Sale 402 12.7150 EUR
ORD Sale 440 12.7025 EUR
ORD Sale 500 12.7400 EUR
ORD Sale 553 12.6962 EUR
ORD Sale 700 12.6850 EUR
ORD Sale 700 12.7200 EUR
ORD Sale 720 12.6826 EUR
ORD Sale 744 12.7000 EUR
ORD Sale 1,200 12.7954 EUR
ORD Sale 1,409 12.9550 EUR
ORD Sale 1,452 12.7002 EUR
ORD Sale 3,497 12.6991 EUR
ORD Sale 4,459 12.7103 EUR
ORD Sale 4,823 12.6996 EUR
ORD Sale 6,389 12.6950 EUR
ORD Sale 18,935 12.7039 EUR

(b) Derivatives transactions (other than options)

Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD SWAP Long 251 12.9400 EUR
ORD SWAP Long 500 12.7400 EUR
ORD SWAP Long 1,200 12.7954 EUR
ORD SWAP Short 61 12.7762 EUR
ORD SWAP Short 115 12.7763 EUR
ORD SWAP Short 2,147 12.8373 EUR
ORD SWAP Short 11,902 12.8140 EUR
ORD SWAP Short 14,500 12.7450 EUR
ORD SWAP Short 18,127 12.8071 EUR
ORD CFD Short 21,390 12.7586 EUR
ORD CFD Short 33,212 12.7372 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:

19 Nov 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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