Circular to Approve India Disposal

20 July 2012

Thomas Cook Group plc

Notification of General Meeting to Approve India Disposal as

Group Continues to Strengthen Balance Sheet

Thomas Cook Group plc announced on 21 May 2012 that it had agreed to sell its 77% interest in Thomas Cook (India) Limited (TCIL) to Fairbridge Capital (Mauritius) Limited, a subsidiary of Fairfax Financial Holdings Limited. The Group is pleased to announce that a circular will be posted to ordinary shareholders today with further details of the TCIL disposal and to convene a general meeting of ordinary shareholders to consider and to approve the TCIL disposal, together with a temporary dispensation to the Group's limit on borrowing powers under the Articles of Association.

These measures are a part of the Group's previously announced action plan aimed at reducing debt and improving the resilience of its financing and capital structure. They follow the announcement of the Group's new financing package on 5 May 2012, extending the maturity of its bank facilities until 31 May 2015 with no fixed repayments and the shareholder approval gained on 29 May 2012 for the HCV disposal and the Aircraft sale and leaseback.

The TCIL disposal is expected to raise £86.6 million, the net proceeds of which will be used to reduce the Group's net debt.

The Group is also seeking the approval of ordinary shareholders for a temporary dispensation from the Group's borrowing limit under its Articles of Association.1 This does not reflect any deterioration in the trading or financial position of the Group or any requirement to increase the level of external borrowing above that already agreed by the Group's current banking arrangements. The objective of this temporary dispensation is merely to ensure that the Group is not restricted by its own Articles from being able to utilise the full amount of its committed facilities as a result of reductions in the borrowing limit caused by non-cash accounting reductions in its reserves, in particular as a result of the impairment of goodwill (including the impairment arising on the TCIL disposal).

The General Meeting will take place on 9 August at 3.30pm.

A copy of the circular is now available on Thomas Cook Group's website at www.thomascookgroup.com/shareholder-meetings. Copies of the circular are available for inspection at the registered office of the Group at 6th Floor South, Brettenham House, Lancaster Place, London WC2E 7EN and at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting.

A copy of the circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

Definitions found in this announcement are consistent with those set out in the circular.

Enquiries:

Analysts & Investors - Thomas Cook Investor Relations

Louise Bryant +44 (0) 20 7557 6413

Media - Finsbury

Faeth Birch +44 (0) 20 7251 3801

+44 (0) 7768 943 171

Notes to Editors:

1. The Articles of Association permit net borrowings up to limit of two times adjusted capital and reserves, calculated by reference to the most recent audited consolidated balance sheet.