Notification of Major Holdings 1. Details of issuer
| Name: | TUI AG |
| Street: | Karl-Wiechert-Allee 4 |
| Postal code: | 30625 |
| City: | HannoverGermany |
| Legal Entity Identifier (LEI): | 529900SL2WSPV293B552 |
2. Reason for notification
| | Acquisition/disposal of shares with voting rights |
| X | Acquisition/disposal of instruments |
| | Change of breakdown of voting rights |
| | Other reason: |
3. Details of person subject to the notification obligation| Natural person (first name, surname): Nikita A. MordashovDate of birth: 16 Dec 2000 |
4. Names of shareholder(s)holding directly 3% or more voting rights, if different from 3.
5. Date on which threshold was crossed or reached:
6. Total positions
| | % of voting rights attached to shares (total of 7.a.) | % of voting rights through instruments (total of 7.b.1 + 7.b.2) | Total of both in % (7.a. + 7.b.) | Total number of voting rights pursuant to Sec. 41 WpHG |
| New | 24.89 % | 11.11 % | 36.00 % | 1099393634 |
| Previous notification | 24.89 % | n/a % | 24.89 % | / |
7. Details on total positionsa. Voting rights attached to shares (Sec. 33, 34 WpHG)
| ISIN | Absolute | In % |
| | Direct (Sec. 33 WpHG) | Indirect (Sec. 34 WpHG) | Direct (Sec. 33 WpHG) | Indirect (Sec. 34 WpHG) |
| DE000TUAG000 | 0 | 273656380 | 0.00 % | 24.89 % |
| Total | 273656380 | 24.89 % |
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
| Type of instrument | Expiration or maturity date | Exercise or conversion period | Voting rights absolute | Voting rights in % |
| Forward Purchase subscription rights DE000TUAG109 | | Until 26 January 2021 | 57261103 | 5.21 % |
| | | Total | 57261103 | 5.21 % |
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
| Type of instrument | Expiration or maturity date | Exercise or conversion period | Cash or physical settlement | Voting rights absolute | Voting rights in % |
| Backstop Commitment re acquisition voting shares | | | Physical | 122125328 | 11.11 % |
| | | | Total | 122125328 | 11.11 % |
8. Information in relation to the person subject to the notification obligation
| | Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.). |
| X | Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
| Name | % of voting rights (if at least 3% or more) | % of voting rights through instruments (if at least 5% or more) | Total of both (if at least 5% or more) |
| Nikita A. Mordashov | % | % | % |
| KN-Holding Limited Liability Company | % | % | % |
| Unifirm Limited | 24.89 % | 11.11 % | 36.00 % |
9. In case of proxy voting according to Sec. 34 para. 3 WpHG(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)Date of general meeting: Holding total positions after general meeting (6.) after annual general meeting:
| Proportion of voting rights | Proportion of instruments | Total of both |
| % | % | % |
10. Other explanatory remarks:
| Forward Purchase and Backstop Commitment do not apply cumulatively, as the acquisition of voting shares as a result of exercising subscription rights delivered under the Forward Purchase would reduce the number of voting shares to which the Backstop Commitment applies. |
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