THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt asto the action you should take, you should seek your own personal financial advice from your stockbroker, bankmanager, solicitor, accountant, or other financial adviser authorised under the Financial Services and MarketsAct 2000.

If you have sold or otherwise transferred all your TUI Travel PLC shares, please send this document, togetherwith the accompanying documents (but not the personalised Form of Proxy), as soon as possible to thepurchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer waseffected, for delivery to the purchaser or transferee.

(incorporated and registered in England and Wales under number 6072876)

Notice of Annual General Meeting

Notice of the Annual General Meeting of TUI Travel PLC to be held on Thursday 6 February 2014 at 10.30am at the officesof Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG is set out at the end of this document.

A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, the Form of Proxy should be completed,signed and returned in accordance with the instructions printed on it to Equiniti Limited at Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA as soon as possible but in any event so as to arrive not later than 10.30am on4 February 2014.

CONTENTS

Page

LETTER FROM THE CHAIRMAN.........................................................................................................................................................................2

APPENDIX 1 – BIOGRAPHIES OF DIRECTORS SEEKING RE-ELECTION AND ELECTION.........................................................4

APPENDIX 2 – EXPLANATORY NOTES ............................................................................................................................................................7

APPENDIX 3 – SUMMARY OF THE TUI TRAVEL PERFORMANCE SHARE PLAN 2014 AND THE TUI TRAVEL DEFERRED ANNUAL BONUS SCHEME 2014 ....................................................................................10

NOTICE OF ANNUAL GENERAL MEETING ..................................................................................................................................................14

TIMETABLE OF EVENTS

Final date for receipt by Registrars of Forms of Proxy 4 February 2014 at 10.30am

Time and date of Annual General Meeting 6 February 2014 at 10.30am

Ordinary shares quoted ex-dividend 5 March 2014

Record date 7 March 2014

Final date for receipt of elections to participate in theDividend Reinvestment Plan (“DRIP”) 19 March 2014

Posting of Dividend Warrants and Vouchers 8 April 2014

Dividend Payment Date and Purchase Date for DRIP 9 April 2014

Posting of share certificates and CREST statements 14 April 2014

CREST Credit Date 15 April 2014

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TUI TRAVEL PLC(incorporated and registered in England and Wales under number 6072876)

Registered Office:TUI Travel HouseCrawley Business QuarterFleming Way CrawleyWest SussexRH10 9QL

3 January 2014

To the holders of TUI Travel PLC Shares and, for information only, the participants in the Company’s Employee ShareSchemes

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING OF TUI TRAVEL PLC (“the Company”)

I am pleased to be writing to you with details of our 2014 Annual General Meeting (“AGM”) which we are holding onThursday 6 February 2014 at 10.30am at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street,London EC2A 2EG. The formal notice of AGM is set out on pages 14 to 16 of this document.

If you would like to vote on the Resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or anyof your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the noticeof AGM.

The explanatory notes in Appendix 2 outline the business to be considered at the meeting.

Changes to the composition of the Board

As announced on 17 December 2013, Volker Böttcher and Tony Campbell stepped down as members of the Board witheffect from 16 December 2013. It was also announced that the Company is proposing two new directors – Valerie (Val)Gooding and Vladimir Yakushev – for election at the AGM. Both Volker and Tony have been members of the Boardsince the Company was formed at the time of the merger in 2007. On behalf of the whole Board I would like to thankthem both for their considerable contributions to TUI Travel PLC. Their wide-ranging experience – Volker’s in tourismand Tony’s in retail and the wider leisure sector – have been of great value to the Board and I wish them every successfor the future.

Dividend Reinvestment Plan

A Dividend Reinvestment Plan (“the Plan”) was introduced by the Company in September 2007. The Plan is a dealingfacility which enables those shareholders who are entitled to the proposed final dividend for the year ended30 September 2013 of 9.75 pence per share, and any subsequent dividends to which the Plan applies, to invest the cashdividends received in purchasing further ordinary shares. The Plan is administered by Equiniti Limited, the Company’sRegistrars.

Those shareholders who have already elected to participate in the Plan will automatically be included in the Plan for theyear ended 30 September 2013. Those shareholders who have not already elected to participate in the Plan, and wouldlike to participate with respect to the final dividend for the year ended 30 September 2013, may do so by contactingEquiniti Limited direct on 0871 384 2212. Calls to this number are charged at 8p per minute plus network extras. TheEquiniti Limited overseas helpline number is +44 121 415 7047. The last day for election for the final dividend for 2013is 19 March 2014 and any requests should be made in good time ahead of that date.

If you are in any doubt about how your tax position will be affected should you choose to join the Plan, youshould consult your own financial adviser before taking any action.

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Action to be taken

If you wish to receive the whole of your dividend in cash, and you have not previously elected to participate in the Plan,you need take no action. The final dividend for the year ended 30 September 2013 will be paid to you in cash in thenormal way on 9 April 2014. If you wish to receive the whole of your dividend in cash, and have previously elected toparticipate in the Plan, you will need to notify Equiniti Limited in writing in accordance with the terms of the Plan.

Enclosed is a form of proxy for use by the shareholders at the AGM. You should complete and return the form of proxy,in accordance with the instructions printed thereon, as soon as possible and, in any event, so that it is received not laterthan 10.30am on 4 February 2014. Completion and return of a form of proxy will not preclude you from attending theAGM and voting in person should you so wish. An appointment of a proxy may also be returned by completing it online,please refer to the notes on pages 17, 18 and 19. For CREST members who wish to appoint a proxy or proxies throughthe CREST electronic proxy appointment service, please refer to the notes on pages 17, 18 and 19.

Recommendation

The Board considers the Resolutions will promote the success of the Company and are in the best interests of theCompany and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of theResolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 4,157,882shares representing approximately 0.37% of the existing issued ordinary share capital of the Company.

Yours sincerely

Friedrich Joussen Chairman

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APPENDIX 1

Biographies of Directors seeking re-election and election

Friedrich Joussen – Non-Executive Chairman (Age 50)

Nomination Committee member

Friedrich Joussen joined the Board on 8 February 2013 as a Non-Executive Director and was appointed Non-ExecutiveChairman on 25 March 2013. He was appointed a member of the Executive Board of TUI AG on 15 October 2012 andtook over as Chief Executive Officer of TUI AG on 13 February 2013. From 2005 to September 2012, he was ChiefExecutive Officer of Vodafone Germany, the largest operating company in the Vodafone Group.

Friedrich joined Mannesmann Mobilfunk GmbH in 1988 and held various positions in the newly-founded MannesmannMobilfunk, including Marketing Director, between 1997 and 2000. When the Mannesmann Group was taken over byVodafone, he was appointed Director of Global Product Management at the Vodafone Group in Newbury (UK).

He has a Master of Science in electrical engineering from RWTH Aachen University and has registered several patents.Friedrich was a key contributor to the introduction of SMS in the German mobile market and is considered the creativearchitect behind the development and marketing of the mobile portal “Vodafone Live”.

Sir Michael Hodgkinson – Non-Executive Deputy Chairman and Senior Independent Director (Age 69)

Nomination Committee Chairman and member of Remuneration and Audit Committees

Sir Michael Hodgkinson joined the Board of First Choice Holidays PLC (First Choice) as a Non-Executive Director inJanuary 2004 and became Chairman in March 2004. He joined the Board of TUI Travel PLC on 28 June 2007 as Non-Executive Deputy Chairman and is the Senior Independent Director. Following an early career in the automotive industry,he was appointed Chief Executive of Grand Metropolitan’s European Food Division in 1986 and, in 1992, he joined BAAplc and became Chief Executive in 1999, a post from which he retired in June 2003. Sir Michael was Senior Non-Executive Director at Royal Mail and Chairman of Post Office Limited until September 2007, a director of Bank of Irelandplc from May 2004 until July 2006, a non-executive director of Dublin Airport until November 2011 and a non-executivedirector of Transport for London and Crossrail Limited until June 2012. He has been Chairman of Keolis (UK) Limitedsince 11 October 2011.

Peter Long – Chief Executive (Age 61)

Peter Long joined the Board on 28 June 2007 as Chief Executive. In November 1996 he was appointed Group ManagingDirector of First Choice and became Chief Executive in September 1999. Prior to joining First Choice, he was ChiefExecutive of Sunworld Holidays. From February 2001 to June 2005 Peter was a non-executive director of RAC plc, andfrom April 2006 to July 2009 he was a non-executive director of Debenhams plc. He was appointed as a non-executivedirector of Rentokil Initial Plc in 2005 and is currently the Senior Independent Non-Executive Director. In October 2013,Peter was appointed President of the Family Holiday Association, a UK-based charity which provides short breaks awayfrom home for more than 2,000 disadvantaged families.

Johan Lundgren – Deputy Chief Executive (Age 46)

Having worked in the tourism industry for 27 years, Johan is the Deputy Chief Executive responsible for the MainstreamSector and was appointed to the Board on 21 December 2007. Prior to his appointment as Deputy Chief Executive inOctober 2011, he was Managing Director of the Northern Region of TUI Travel’s Mainstream Sector which includessource markets, UK and Ireland, Canada, Sweden, Norway, Denmark and Finland. Prior to the merger in 2007, Johanwas Chief Executive of TUI Nordic and also took responsibility for tourism sales in the source markets of Italy and Russia.

William Waggott – Chief Financial Officer (Age 50)

William Waggott joined the Board on 28 June 2007 as Commercial Director. He was appointed Chief Financial Officerof TUI Travel PLC in November 2010. Will spent the early part of his career with Coopers & Lybrand and CourtauldsTextiles plc, where he performed various senior group finance and divisional director roles. He entered the leisure travelindustry when he joined Airtours plc and held a number of positions including UK leisure group finance director, priorto joining Thomson Travel Group in 2001. He went on to become Chief Financial Officer of TUI Tourism in 2006.

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Horst Baier – Non-Executive Director (Age 56)

Horst Baier joined the Board as a Non-Executive Director on 13 October 2009. He commenced his professional careerin the Treasury Department of Continental AG, the German tyre manufacturer. Between 1994 and 1996 Horst wasresponsible for Group Financing for the Furth-based Schickedanz Group. In 1996, he took over responsibility for theTreasury, Accounting and Tax Department at TUI AG. Since 2001, Horst has been responsible for Accounting & Reportingfor TUI AG and, in November 2007, was appointed to the Executive Board of TUI AG with responsibility for the Controllingfunction. In February 2010, Horst was appointed Chief Financial Officer of TUI AG.

Sebastian Ebel – Non-Executive Director (Age 50)

Sebastian Ebel joined the Board on 25 March 2013 as a Non-Executive Director following his appointment as OperatingPerformance Director of TUI AG on 1 February 2013. In May 2013, he was appointed Chief Operating Officer of TUIAG. Sebastian started his professional career at Salzgitter AG in a strategic role. Between 1991 and 1997 he worked invarious roles in the Preussag Group and left his position as Director of Group Control at the Preussag AG head office tojoin VIAG AG in Munich as head of telecommunications. Sebastian returned to Preussag (now TUI AG) in 1998 as amember of the Executive Committee and joined the Executive Board in 2003. He left TUI AG in 2006 and founded EvesInformation Technology AG and Eves Unternehmensberatung GmbH over the following two years. In 2008 Sebastianjoined the A.T.U. Group as Chief Financial Officer and subsequently as Chief Operating Officer. From 2011 to 2013 heworked for Vodafone Deutschland as Chief Financial Officer.

Janis Kong – Independent Non-Executive Director (Age 62)

Audit and Remuneration Committee member

Janis Kong joined the Board on 29 May 2012 as a Non-Executive Director. Janis brings a wealth of experience to theGroup having had a 33-year career with BAA where she held numerous operational positions including Managing Directorat Gatwick Airport. Before leaving BAA in 2006, Janis was Chairman of Heathrow Airport Limited for five years as wellas the Chairman of Heathrow Express. She is also currently a non-executive director at two other publicly-quotedcompanies, Kingfisher PLC and Portmeirion Group PLC. In addition, Janis is a non-executive director of Network Railand VisitBritain as well as a non-executive Board member of Copenhagen Airports A/S. She stood down as Chairmanof the Board of Trustees of Forum for the Future in July 2012 after six years.

Coline McConville – Independent Non-Executive Director (Age 49)

Remuneration Committee Chairman and member of the Audit Committee

Coline McConville joined the Board on 21 September 2011. Her background is in management, marketing, media andstrategic consulting. She spent 10 years at Clear Channel International Limited where, as Chief Executive for Europe,she was responsible for operations across 58 countries including the UK, France, Italy and Spain. Coline began hercareer in management consultancy, working with both McKinsey & Co in London and the LEK Partnership in Munich.She is a law graduate with an MBA from Harvard. Coline was appointed as a non-executive director of Wembley NationalStadium Limited on 29 March 2012 and of UTV Media PLC with effect from 21 November 2012.

Minnow Powell – Independent Non-Executive Director (Age 59)

Audit Committee Chairman and member of the Nomination Committee

Minnow Powell, a Chartered Accountant, became a Non-Executive Director in April 2011. During his 35 years at Deloitte,he became a senior partner and concentrated on looking after Deloitte’s major clients including BAA, Hammerson, ReedElsevier, Anglo American and BSkyB. He was also a member of the UK’s Audit Practices Board for six years. Minnowwas appointed as a non-executive director of SuperGroup plc with effect from 1 December 2012 and now chairs itsAudit Committee.

Dr Erhard Schipporeit – Independent Non-Executive Director (Age 64)

Dr Erhard Schipporeit joined the Board as a Non-Executive Director on 29 October 2007. He started his career in 1979in the Bosch Group and in 1981 he joined VARTA AG/VARTA Battery AG, at that time a leading European batterycompany, where he became Chief Financial Officer in 1990 and Chief Executive & Chairman of the Executive Board in1993. After the successful restructuring of VARTA, the next move in his career brought him to the Munich basedconglomerate company VIAG AG as CFO. VIAG merged in 2000 with VEBA AG to form the new E.ON AG, one of theworld’s leading utility companies. Erhard was CFO and Executive Board Member of E.ON from 2000 until his resignationin November 2006. From 2007 to 2010 he was Senior Advisor for BNP Paribas SA. Erhard is currently a non-executivedirector of a number of companies including SAP AG, Deutsche Boerse AG, Talanx AG and Hanover Rueckversicherung AG.

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Dr Albert Schunk – Independent Non-Executive Director (Aged 72)

Dr Albert Schunk joined the Board as a Non-Executive Director on 29 October 2007. Albert studied economics atuniversity and carried out a research project for the German Government in Latin America. After joining IG-Metall, hehas served on the supervisory board of Volkswagen and other German Companies since 1976. In 1994 he became amember of the European Economic and Social Council in Brussels and has recently been advising the Riu Group inSpain.

Harold Sher – Independent Non-Executive Director (Age 66)

Nomination Committee member

Harold Sher joined the Board as a Non-Executive Director on 29 October 2007. He studied commerce at university andstarted his career as a Chartered Accountant. Harold moved to industry early in his career holding a range of executivepositions before being appointed Chief Executive of Amalgamated Metal Corporation PLC in 1992, a position he stillholds. He has served as president of a major North American Steel Services Group and, together with his role atAmalgamated Metal Corporation, this has provided him with broad international commercial experience.

Valerie Gooding – Independent Non-Executive Director-elect (Age 63)

Valerie Gooding is the non-executive chairman of electronics company Premier Farnell plc and has been appointed as anon-executive director at Vodafone plc with effect from 1 February 2014. She left her position as Chief Executive ofBUPA, the UK’s leading private health company, in 2008. Over the previous 12 years with BUPA, she transformed thebusiness from a purely UK-based operation to a major international Group with £5bn of revenues. Prior to joiningBUPA, Val spent many years with British Airways where she held a number of senior roles including Head of CabinServices, Head of Marketing, Director Asia Pacific, and Director Business Units where she was responsible for BritishAirways’ retail shops, charter airline, and tour operator businesses. She has served on the boards of several companies,including most recently Standard Chartered plc and J. Sainsbury plc.

Vladimir Yakushev – Non-Executive Director-elect (Age 42)

Vladimir Yakushev is the Managing Partner of private equity company S-Group Capital Management. With an MSc inPhysics and Technology, he started his commercial career with Mitsubishi and Mars before joining managementconsultancy McKinsey & Company. In 2003 he was appointed COO of Severstal Resources where he managed theoperations of the company, achieving significant growth and profitability. In January 2007, Vladimir co-founded S-GroupCapital Management. Based in Moscow, S-Group is TUI Travel’s joint venture partner in Russia. Vladimir is a memberof the Supervisory Board of TUI AG.

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APPENDIX 2

Explanatory Notes

Resolution 1 – To receive the Annual Report and Accounts

The Chairman will present to the meeting the accounts and the reports of the directors and the auditors for the yearended 30 September 2013.

Resolutions 2 and 3 – Directors’ Remuneration Report

There are new requirements this year in relation to the content and approval of the directors’ remuneration report,following changes made to the Companies Act 2006.

In accordance with the new Companies Act 2006 provisions, the directors’ remuneration report in the Annual Reportcontains:

• a statement by Coline McConville, Chair of the Company’s Remuneration Committee;

• the annual report on remuneration, which sets out payments made in the financial year ended 30 September2013; and

• the directors’ remuneration policy in relation to future payments to the directors and former directors.

The statement by the Chair of the Company’s Remuneration Committee and the annual report on remuneration will, asin the past, be put to an annual advisory shareholder vote by ordinary resolution. The policy part, which sets out theCompany’s forward-looking policy on directors’ remuneration (including the approach to exit payments to directors), issubject to a binding shareholder vote by ordinary resolution at least every three years.

The directors’ remuneration report is set out in full in the Annual Report on pages 79 to 98.

Resolution 2 is the ordinary resolution to approve the directors’ remuneration report, other than the part containingthe directors’ remuneration policy. Resolution 2 is an advisory resolution and does not affect the future remunerationpaid to any director.

Resolution 3 is the ordinary resolution to approve the directors’ remuneration policy which is set out in the directors’remuneration report in the Annual Report on pages 81 to 88.

Once the directors’ remuneration policy has been approved, all payments by the Company to the directors and anyformer directors must be made in accordance with the policy (unless a payment has been separately approved by ashareholder resolution). If the Company wishes to change the directors’ remuneration policy, it will need to put therevised policy to a shareholder vote again before it can implement the new policy. If the directors’ remuneration policyremains unchanged, the Companies Act 2006 requires the Company to put the policy to shareholders for approval againno later than 30 September 2017.

Resolutions 4 and 5 – Approval of the TUI Travel Performance Share Plan 2014 (“the PSP”) and the TUI TravelDeferred Annual Bonus Scheme 2014 (“the DABS”).

In connection with the introduction of the Company’s directors’ remuneration policy, the Remuneration Committee hasdetermined that it is also an appropriate time to seek shareholder approval for the renewal and update of the Company’stwo shareholder-approved executive share plans, the Performance Share Plan and the Deferred Annual Bonus Scheme(which were previously approved by shareholders in 2007).

Renewing the plans gives the Company the opportunity to ensure that the rules are completely aligned with the directors’remuneration policy and are updated to reflect current market practice, including the introduction of malus provisions.

As explained further in the directors’ remuneration report, the Remuneration Committee has decided that it will stopthe current practice of awarding “Matching Shares” under the DABS, and consequently the renewed DABS will notinclude provision for the grant of Matching Shares. Further details are set out in the statement by Coline McConville,Chair of the Company’s Remuneration Committee, on pages 79 to 80 of the Annual Report.

A summary of the rules of the renewed PSP and the DABS is set out in Appendix 3 to this document on pages 10 to 13.

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Resolution 6 – Final dividend

A final dividend of 9.75 pence per ordinary share for the year ended 30 September 2013 is recommended for paymentby the directors. If you approve the recommended final dividend, this will be paid on 9 April 2014 to all ordinaryshareholders who were on the register of members at the close of business on 7 March 2014.

Resolutions 7 to 21 – Re-election and election of directors

Resolutions 7 to 19 deal with re-election of directors in accordance with the requirements of the UK CorporateGovernance Code. Resolutions 20 and 21 deal with the election of directors in accordance with the requirements of theCompany’s Articles of Association. Biographies of each of the directors seeking re-election and election can be foundin Appendix 1 to this document on pages 4 to 6. The Board has confirmed that all directors standing for re-electioncontinue to perform effectively and demonstrate commitment to their roles.

Resolutions 22 and 23 – Appointment of auditors and auditors’ remuneration

Resolution 22 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company’s auditors to hold officeuntil the next AGM of the Company. Resolution 23 authorises the directors to set the auditors’ remuneration. Thedirectors have delegated the responsibility of setting the auditors’ remuneration to the Audit Committee of the Board.

Resolution 24 – Allotment of share capital

At the last AGM of the Company held on 7 February 2013, the directors were given authority to allot ordinary shares inthe capital of the Company up to a maximum nominal amount of £74,534,044.60 representing approximately 66% ofthe Company’s then issued ordinary share capital. This authority expires at the end of the AGM of the Company in2014 or, if earlier, on 7 May 2014.

The Association of British Insurers (“ABI”) guidelines on authority to allot shares states that ABI members will permit,and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the Company’s issuedshare capital. In addition they will treat as routine a request for authority to allot shares representing an additional one-third of the Company’s issued share capital provided that it is only used to allot shares pursuant to a fully pre-emptiverights issue.

In light of these guidelines, your Board considers it appropriate that directors be granted authority to allot shares in thecapital of the Company up to a maximum nominal amount of £74,534,044.60 representing the ABI guideline limit ofapproximately 66% of the Company’s issued ordinary share capital as at 3 January 2014 (the latest practicable dateprior to publication of this document). Of this amount, 372,670,223 shares (representing approximately 33% of theCompany’s issued ordinary share capital) can only be allotted pursuant to a rights issue. The power will last until theconclusion of the next AGM in 2015 or, if earlier, on 6 May 2015.

The directors have no present intention of exercising this authority. However, the directors consider it appropriate tomaintain the flexibility that this authority provides

As at the date of this letter the Company does not hold any ordinary shares in the capital of the Company in treasury.

Resolution 25 – Disapplication of statutory pre-emption rights

Resolution 25 will give the directors authority to allot shares in the capital of the Company pursuant to the authoritygranted under Resolution 24 above for cash without complying with the pre-emption rights in the Companies Act 2006in certain circumstances. In the light of the ABI guidelines described in relation to Resolution 24 above, this authoritywill permit the directors to allot:

(a) shares up to a nominal amount of £74,534,044.60 (representing two-thirds of the Company’s issued share capital)on an offer to existing shareholders on a pre-emptive basis. However, unless the shares are allotted pursuant toa rights issue (rather than an open offer), the directors may only allot shares up to a nominal amount of£37,267,022.30 (representing one-third of the Company’s issued share capital) (in each case subject to anyadjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit); and

(b) shares up to a maximum nominal value of £5,590,053.30 (representing approximately 5% of the issued ordinaryshare capital of the Company as at 3 January 2014 – the latest practicable date prior to publication of thisdocument) otherwise than in connection with an offer to existing shareholders.

The directors have no present intention of exercising this authority.

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The directors confirm their intention to follow the provisions of the Pre-emption Group’s Statement of Principlesregarding cumulative usage of authorities within a rolling three-year period. The Principles provide that companiesshould not issue shares for cash representing more than 7.5% of the Company’s issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.

The authority contained in Resolution 25 will expire upon the expiry of the general authority contained in Resolution24 (ie at the end of the next AGM of the Company or, if earlier, on 6 May 2015).

Resolution 26 – Authority to purchase own shares

Resolution 26 gives the Company authority to buy back its own ordinary shares in the market as permitted by theCompanies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 111,801,067(representing approximately 10% of the Company’s issued ordinary share capital as at 3 January 2014 – the latestpracticable date prior to publication of this document) and sets minimum and maximum prices. This authority willexpire at the end of the next AGM of the Company or, if earlier, on 6 May 2015.

The directors have no present intention of exercising the authority to purchase the Company’s ordinary shares but willkeep the matter under review, taking into account the financial resources of the Company, the Company’s share priceand future funding opportunities. The authority will be exercised only if the directors believe that to do so would resultin an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinaryshares would be by means of market purchases through the London Stock Exchange.

Companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. Nodividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

If Resolution 26 is passed at the AGM, it is the Company’s current intention to cancel all of the shares it may purchasepursuant to the authority granted to it. However, in order to respond properly to the Company’s capital requirementsand prevailing market conditions, the directors will need to reassess at the time of any and each actual purchase whetherto hold the shares in treasury or cancel them, provided it is permitted to do so.

As at 3 January 2014 (the latest practicable date prior to the publication of this document), there were outstandingawards under the Company’s long-term incentive schemes in respect of 32,750,040 ordinary shares in the capital of theCompany representing 2.93% of the Company’s issued ordinary share capital. If the authority to purchase the Company’sordinary shares were exercised in full, these awards would represent 3.25% of the Company’s issued ordinary sharecapital. The Company has issued no warrants to subscribe for share capital.

Resolution 27 – length of notice of meeting

The minimum notice period for general meetings of listed companies under the Companies Act 2006 is 21 days butcompanies may reduce this period back to 14 days (other than for AGMs) provided that two conditions are met. Thefirst condition is that the Company offers a facility for shareholders to vote by electronic means. This condition is metif the Company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The secondcondition is that there is an annual resolution of shareholders approving the reduction of the minimum notice periodfrom 21 days to 14 days.

Your Board is therefore proposing Resolution 27 as a special resolution to approve 14 days as the minimum period ofnotice for all general meetings of the Company other than AGMs. The approval will be effective until the end of theCompany’s next AGM, when it is intended that the approval be renewed. The Board will consider on a case-by-casebasis whether the use of the flexibility offered by the shorter notice period is merited, taking into account thecircumstances, including whether the business of the meeting is time sensitive.

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APPENDIX 3

Summary of the TUI Travel Performance Share Plan 2014 and theTUI Travel Deferred Annual Bonus Scheme 2014

STRUCTURE OF THE PERFORMANCE SHARE PLAN 2014 (“THE PSP”) AND THE DEFERRED ANNUAL BONUSSCHEME 2014 (“THE DABS”)

Operation

The PSP and DABS will be operated by the Company’s Remuneration Committee (“the Committee”), under delegatedauthority from the Board.

Eligibility

Awards under the PSP and DABS may be granted to employees (including executive directors) of the Company and itssubsidiaries (“Participants”).

PSP Awards

Awards under the PSP (“PSP Awards”) are granted subject to performance conditions set by the Committee prior tothe award date. In the normal course, PSP Awards vest on the third anniversary of the award date, to the extent thatthe performance conditions have been satisfied.

DABS Awards

For awards under the DABS (“DABS Awards”), the Committee may (i) specify a proportion or amount of the Participant’sannual bonus that shall be subject to compulsory deferral; and/or (ii) invite the Participant to elect to voluntarily defera proportion of their annual bonus up to such limit as the Committee may specify.

The Participant shall then be granted a DABS Award over such number of ordinary shares in the Company (“Shares”)as have an aggregate market value equal to the amount of the Participant’s annual bonus that is deferred.

In the normal course, DABS Awards vest on the third anniversary of the award date. DABS Awards are not subject tofurther performance conditions, because they are granted in lieu of a portion of the Participant’s previously earnedannual bonus.

Form of Awards

Under each plan, PSP Awards and DABS Awards (each being “Awards”) will take the form of either a nil-cost option(“Option”) (exercisable following vesting until the tenth anniversary of the award date), a conditional right to receiveShares (“a Conditional Award”) or an interest in Shares which will be held by a nominee on behalf of the Participantuntil vesting (“a Restricted Share Award”).

Awards are non-transferable (other than to a Participant’s personal representatives following his/her death).

Nothing is payable by Participants for the grant of Awards.

Plan limits

Under each of the PSP and DABS, the number of Shares that may be subject to Awards and other outstanding optionsor other awards granted within the previous ten years and the number of Shares issued for the purpose of options andawards granted within the previous ten years under any employees’ share scheme adopted by the Company, may notexceed 10% of the Company’s ordinary share capital in issue immediately prior to the proposed date of grant. This limitis reduced to 5% for Awards, options and other awards granted under discretionary schemes. Any Award, option orother award which the Committee has determined will only be satisfied with existing Shares (or which is granted onsuch terms), will not be subject to or counted in calculating this limit. Treasury shares will count as new issue shares forthe purposes of this limit for so long as institutional investor bodies consider that they should be so counted.

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PROVISIONS APPLICABLE TO PSP AWARDS

Individual limit

The maximum market value of the Shares over which a Participant may be granted a PSP Award in any financial yearshall not exceed an amount equal to four times the Participant’s basic salary.

Timing of awards

PSP Awards may only be granted within a period of 42 days following the date of announcement by the Company of itsinterim or final results (or as soon as practicable thereafter if the Company is restricted from being able to grant PSPAwards during such period). A PSP Award may be granted at other times if the Committee determines that exceptionalcircumstances exist which justify the grant of the PSP Award.

Performance condition

The performance condition will be assessed over a period of not less than three years. There will be no provision forre-testing. If the Committee determines that the level of vesting based on the performance condition is not appropriatein the circumstances it may reduce the vesting amount. The Committee may alter a performance condition if eventshappen that cause it to consider that the performance condition is no longer a fair measure of the Company’sperformance provided that the revised condition may not be materially less challenging.

Where vesting occurs prior to the end of the performance period (on the occurrence of a corporate event or wherevesting is accelerated on the Participant ceasing employment), the Committee will assess performance using suchinformation (not limited to published accounts) as it determines to be appropriate.

Leavers

A PSP Award shall lapse on a Participant ceasing to hold office or employment with the Company or any subsidiarywithin the TUI Travel PLC group of companies (“the Group”) other than due to any of the reasons specified below oron such earlier date as may be determined by the Committee in the event of a Participant giving or receiving notice ofsuch cessation.

A PSP Award will not lapse where the notice or cessation is due to death, injury, ill-heath, disability, redundancy or thesale of a business or subsidiary or where the Committee determines otherwise. In such case, a PSP Award will normallycontinue and vest on the normal vesting date, unless the Committee accelerates vesting to the date of cessation. Inthese circumstances, an Option will be exercised automatically.

Where the date of cessation or notice is prior to the normal vesting date the extent of vesting shall be determined byreference to the performance condition, and shall, unless the Committee determines otherwise, be pro-rated to reflectthe time elapsed to the date of the cessation or, if earlier (unless the Committee determines otherwise), the date ofnotice.

PROVISIONS APPLICABLE TO DABS AWARDS

Timing of awards

Awards under the DABS will normally be granted as soon as is reasonably practicable following the determination ofannual bonuses.

Leavers

DABS Awards, which represent previously earned annual bonus, shall lapse on the Participant being dismissed for grossmisconduct. Where the Participant ceases to hold office or employment, or gives or receives notice in any othercircumstances, DABS Awards will not lapse, and will normally continue and vest on the normal vesting date, unless theCommittee accelerates vesting to the date of cessation.

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PROVISIONS APPLICABLE TO BOTH THE PSP AND THE DABS

Corporate events

Awards will vest on a change of control of the Company by way of a general offer or scheme of arrangement; on acompany or person, having control of the Company, making a general offer to acquire the remaining Shares; on themerger of the Company into another company; or on the voluntary winding up of the Company.

In the event of a demerger of a substantial part of the Group’s business, a special dividend or a similar event affectingthe value of the Shares to a material extent, Awards may vest or may be adjusted accordingly.

In the event of an internal reorganisation or where the Committee so agrees with an acquiring company, Awards will berolled-over into awards over shares in the acquiring company of equivalent value.

Awards granted as Options will be exercised automatically on the occurrence of the relevant corporate event.

For PSP Awards where the corporate event occurs prior to the normal vesting date, the extent of vesting shall bedetermined by reference to the performance condition, and shall, unless the Committee determines otherwise, bepro-rated to reflect the time elapsed to the date of the relevant event.

Dividends

If the Committee so determines, at the time that Shares are transferred to the individual following vesting, Participantsmay receive an additional payment equivalent to the dividends paid on the number of Shares that vest during the periodfrom grant until vesting, or the transfer of an additional number of Shares of equal value (calculated either at the relevantdividend record dates or the date of transfer of the Shares).

Cash alternative

If the Committee so determines, the vesting of an Award may be satisfied in whole or in part by a cash payment as analternative to the issue or transfer of Shares.

Variation of capital

Awards may be adjusted in such manner as the Committee may determine following any variation of share capital ofthe Company.

Malus

Prior to vesting, the Committee may reduce the extent to which the Award shall vest or shall be capable of vesting(including to nil), where it determines that there was a misstatement of the financial results of the Company that causedthe Award to be granted at too high a level; or where it determines that a material failure of risk management or healthand safety has occurred and/or that the Company has suffered serious reputational damage. The Committee may alsoreduce vesting if it is discovered that the Participant committed, at any time prior to vesting (or exercise in the case ofan Option), an act or omission that amounts to misconduct.

Alterations

The Committee may at any time alter or add to all or any of the provisions of the PSP or DABS in any respect, providedthat any change to the advantage of present or future Participants relating to eligibility, scheme limits, the basis ofindividual entitlement to, and the terms of, Shares or cash provided under the plan or the provisions for the adjustmentof Awards in the event of a variation of the Company’s share capital must be approved in advance by the Company’sshareholders in general meeting.

Any alteration or addition which is necessary or desirable in order to comply with or take account of the provisions ofany proposed or existing legislation, law or other regulatory requirements or to take advantage of any changes inlegislation, law or other regulatory requirements, or to obtain or maintain favourable taxation, exchange control orregulatory treatment of the Company, any subsidiary or any Participant or to make minor amendments to benefit theadministration of the PSP or DABS do not need prior approval of the Company’s shareholders. No alterations to thedisadvantage of Participants’ subsisting rights can be made by the Committee without the approval of Participantsholding Awards over 75% of the total Shares subject to Awards, or 75% of Participants attending a meeting called inrespect of the proposed alteration.

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Voting rights

Participants will not be entitled to exercise any voting rights in respect of Shares subject to Awards under the PSP orDABS.

Benefits are non-pensionable

Benefits under the PSP and DABS are non-pensionable.

Life of the plans

Awards may not be granted more than ten years after the PSP and DABS are adopted.

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NOTICE OF ANNUAL GENERAL MEETING

TUI TRAVEL PLC

NOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting of the Company will be held on Thursday 6 February2014 at 10.30am at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG totransact the following business. Resolutions 1 to 24 inclusive will be proposed as ordinary resolutions. Resolutions 25to 27 will be proposed as special resolutions:

Ordinary Resolutions

1 To receive the accounts and the reports of the directors and the auditors thereon for the year ended30 September 2013.

2 To approve the directors' remuneration report, other than the part containing the directors’ remuneration policy,in the form set out in the Company's annual report and accounts for the year ended 30 September 2013.

3 To approve the directors' remuneration policy in the form set out in the directors’ remuneration report in theCompany's annual report and accounts for the year ended 30 September 2013.

4 THAT:

(a) the rules of the TUI Travel Performance Share Plan 2014 (“PSP”), in the form produced at the Annual GeneralMeeting (a summary of which is set out in Appendix 3 to the Notice of Annual General Meeting), be and arehereby approved; and

(b) the Remuneration Committee be and is hereby authorised to establish further plans based on the PSP forthe benefit of directors and employees of the Company and/or its subsidiaries who are located outside theUnited Kingdom, with such modifications as may be necessary or desirable in order to take account of localtax, exchange control or securities laws as they consider appropriate, provided that any ordinary sharesmade available under such other plans shall be treated as counting against any individual or overall limitscontained in the PSP.

5 THAT:

(a) the rules of the TUI Travel Deferred Annual Bonus Scheme 2014 (“DABS”), in the form produced at theAnnual General Meeting (a summary of which is set out in Appendix 3 to the Notice of Annual GeneralMeeting), be and are hereby approved; and

(b) the Remuneration Committee be and is hereby authorised to establish further plans based on the DABSfor the benefit of directors and employees of the Company and/or its subsidiaries who are located outsidethe United Kingdom, with such modifications as may be necessary or desirable in order to take account oflocal tax, exchange control or securities laws as they consider appropriate, provided that any ordinary sharesmade available under such other plans shall be treated as counting against any individual or overall limitscontained in the DABS.

6 To declare a dividend.

7 To re-elect Friedrich Joussen as a director, having been appointed since the last Annual General Meeting.

8 To re-elect Sir Michael Hodgkinson as a director.

9 To re-elect Peter Long as a director.

10 To re-elect Johan Lundgren as a director.

11 To re-elect William Waggott as a director.

12 To re-elect Horst Baier as a director.

13 To re-elect Sebastian Ebel as a director, having been appointed since the last Annual General Meeting.

14 To re-elect Janis Kong as a director.

15 To re-elect Coline McConville as a director.

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16 To re-elect Minnow Powell as a director.

17 To re-elect Dr Erhard Schipporeit as a director.

18 To re-elect Dr Albert Schunk as a director.

19 To re-elect Harold Sher as a director.

20 To elect Valerie Gooding as a director with effect from the day following the 2014 Annual General Meeting.

21 To elect Vladimir Yakushev as a director with effect from the day following the 2014 Annual General Meeting.

22 To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of thenext Annual General Meeting of the Company.

23 To authorise the directors to determine the remuneration of the auditors.

24 THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and togrant rights to subscribe for, or to convert any security into, shares in the Company (“Rights”):

(a) up to an aggregate nominal amount of £37,267,022.30; and

(b) up to a further aggregate nominal amount of £37,267,022.30 provided that (i) they are equity securities(within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of arights issue to holders of ordinary shares on the register of members at such record date as the directorsmay determine where the equity securities respectively attributable to the interests of the ordinaryshareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinaryshares held or deemed to be held by them on any such record date and to other holders of equity securitiesentitled to participate therein, subject to such exclusions or other arrangements as the directors may deemnecessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problemsarising under the laws of any overseas territory or the requirements of any regulatory body or stock exchangeor by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire on the date of the next Annual General Meeting of the Company or, ifearlier, on 6 May 2015, save that the Company shall be entitled to make offers or agreements before the expiryof such authority which would or might require shares to be allotted or Rights to be granted after such expiry andthe directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if thisauthority had not expired; and all unexercised authorities previously granted to the directors to allot shares andgrant Rights be and are hereby revoked.

Special Resolutions

25 THAT the directors be and they are hereby empowered pursuant to section 570 and section 573 of the CompaniesAct 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to theauthority conferred by Resolution 24 above or by way of a sale of treasury shares as if section 561(1) of that Actdid not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of securities (but in the case of the authoritygranted under paragraph (b) of Resolution 24 by way of rights issue only) in favour of the holders of ordinaryshares on the register of members at such record date as the directors may determine and other personsentitled to participate therein where the equity securities respectively attributable to the interests of theordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers ofordinary shares held or deemed to be held by them on any such record date, subject to such exclusions orother arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractionalentitlements or legal or practical problems arising under the laws of any overseas territory or therequirements of any regulatory body or stock exchange or by virtue of shares being represented bydepositary receipts or any other matter; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 25) to any person or personsof equity securities up to an aggregate nominal amount of £5,590,053.30,

and shall expire upon the expiry of the general authority conferred by Resolution 24 above, save that the Companyshall be entitled to make offers or agreements before the expiry of such power which would or might require

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equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuantto any such offer or agreement as if the power conferred hereby had not expired.

26 THAT the Company be generally and unconditionally authorised to make market purchases (within the meaningof section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each of the Company on such termsand in such manner as the directors may from time to time determine, provided that:

(a) the maximum number of ordinary shares hereby authorised to be acquired is 111,801,067;

(b) the minimum price which may be paid for any such share is 10 pence;

(c) the maximum price (excluding expenses) which may be paid for any such share is an amount equal to 105%of the average of the middle market quotations for an ordinary share in the Company as derived from TheLondon Stock Exchange Daily Official List for the five business days immediately preceding the day on whichsuch share is contracted to be purchased;

(d) the authority hereby conferred shall expire at the end of the next Annual General Meeting of the Companyor, if earlier, on 6 May 2015 unless previously renewed, varied or revoked by the Company in general meeting;and

(e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferredprior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiryof such authority, and may purchase its ordinary shares in pursuance of any such contract.

27 THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’notice.

BY ORDER OF THE BOARD

Joyce Walter Company Secretary

3 January 2014

Registered Office:TUI Travel House, Crawley Business Quarter, Fleming Way, Crawley, West Sussex RH10 9QL

Registered in England No. 6072876

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Notes:

1 A member entitled to attend and vote at the meeting may appoint another person(s) (who need not be a memberof the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A member canappoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise therights attaching to different shares held by him.

2 A proxy does not need to be a member of the Company but must attend the meeting to represent you. Yourproxy could be the Chairman or other person who has agreed to attend to represent you. Your proxy will vote asyou instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairmanor another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing aproxy does not preclude you from attending the meeting and voting in person in place of your proxy.

3 A proxy form, which may be used to make this appointment and give proxy instructions, accompanies this notice.Details of how to appoint a proxy are set out in the notes to the proxy form. If you do not have a proxy form andbelieve that you should have one, or if you require additional forms, please contact Equiniti Limited direct on 0871384 2212. Calls to this number are charged at 8p per minute plus network extras. The Equiniti overseas helplinenumber is +44 121 415 7047 – lines are open from 8.30am to 5.30pm Monday to Friday. As an alternative tocompleting a hard copy proxy form, proxies may be appointed electronically in accordance with note 5 below.

4 A copy of this notice has been sent for information only to persons who have been nominated by a member toenjoy information rights under section 146 of the Companies Act 2006 (a “Nominated Person”). The rights toappoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However,a Nominated Person may have a right, under an agreement between him and the member by whom he wasnominated, to be appointed as a proxy for the meeting or to have someone else so appointed. If a NominatedPerson does not have such a right or does not wish to exercise it, he may have a right under such an agreementto give instructions to the member as to the exercise of voting rights.

5 In order to be valid, an appointment of proxy must be returned (together with any authority under which it isexecuted or a copy of the authority certified notarially or in some other way approved by the directors) by one ofthe following methods:

• in hard copy form by post, by courier or by hand to the Company’s Registrars Equiniti Limited at AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA; or

• if you elected for electronic communication, by completing it online via your Shareview.co.uk portfolio; or

• if you have not registered a preference for electronic communication, by completing it online atwww.sharevote.co.uk following the on-screen submission instructions – you will need to identify yourselfwith your voting ID, task ID and shareholder reference number, as printed on your proxy form; or

• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordancewith the procedures set out below,

and in each case must be received by the Company not less than 48 hours before the time of the meeting.

6 To change your proxy instructions you may return a new proxy appointment using the methods set out above.Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions usinganother hard copy proxy form, please contact Equiniti Limited on 0871 384 2212. Calls to this number are chargedat 8p per minute plus network extras. The Equiniti overseas helpline number is +44 121 415 7047 – lines areopen from 8.30am to 5.30pm Monday to Friday. The deadline for receipt of proxy appointments (see above) alsoapplies in relation to amended instructions. Where two or more valid separate appointments of proxy are receivedin respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacingand revoking the other or others.

7 Only persons entered on the register of members of the Company at 6.00pm on 4 February 2014 (or, if the meetingis adjourned, at 6.00pm on the date which is two days prior to the adjourned meeting) shall be entitled to attendand vote at the meeting or adjourned meeting. Changes to entries on the register after this time shall bedisregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at themeeting or adjourned meeting.

8 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointmentservice may do so by utilising the procedures described in the CREST Manual on the Euroclear website(www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members

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who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s),who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by meansof CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticatedin accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information requiredfor such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes theappointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must (in orderto be valid) be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt ofproxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the message by the CREST Applications Host) from whichthe issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. TheCompany may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Uncertificated Securities Regulations 2001.

9 CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUIdoes not make available special procedures in CREST for any particular messages. Normal system timings andlimitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of theCREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored memberor has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST systemby any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or votingservice providers are referred, in particular, to those sections of the CREST Manual concerning practical limitationsof the CREST system and timings.

10 Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electroniccommunication it sends out but the Company cannot accept responsibility for loss or damage arising from theopening or use of any email or attachments from the Company and recommends that the shareholders subjectall messages to virus checking procedures prior to use. Any electronic communication received by the Company,including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.

11 Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a more transparentmethod of voting as member votes are to be counted according to the number of shares held. As soon aspracticable following the AGM, the results of the voting at the Meeting and the numbers of proxy votes cast forand against and the number of votes actively withheld in respect of each of the Resolutions will be announced viaa Regulatory Information Service and also placed on the Company’s website www.tuitravelplc.com.

12 A member of the Company which is a corporation may authorise a person or persons to act as its representative(s)at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise(on behalf of the corporation) the same powers as the corporation could exercise if it were an individual memberof the Company, provided that they do not do so in relation to the same shares. It is no longer necessary tonominate a designated corporate representative.

13 The Company must cause to be answered at the AGM any question relating to the business being dealt with atthe meeting which is put by a member attending the meeting but no such answer need be given if (a) to do sowould interfere unduly with the preparation for the meeting or involve the disclosure of confidential information,or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirablein the interests of the Company, or the good order of the meeting, that the question be answered.

14 Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publisha statement on its website setting out any matter relating to (a) the audit of the Company’s accounts (includingthe auditors’ report and the conduct of the audit) that are to be laid before the meeting; or (b) any circumstancesconnected with the auditors of the Company ceasing to hold office since the last Annual General Meeting that themembers propose to raise at the meeting. The Company cannot require the members requesting the publicationto pay its expenses. Any statement placed on the website must also be sent to the Company’s auditors no laterthan the time it makes its statement available on the website. The business which may be dealt with at the meetingincludes any statement that the Company has been required to publish on its website.

15 As at 3 January 2014 (being the latest business day prior to the publication of this notice), the Company’s issuedshare capital consists of 1,118,010,670 ordinary shares, carrying one vote each. The Company does not hold anyordinary shares in the capital of the Company in treasury. Therefore the total voting rights in the Company are1,118,010,670.

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16 The contents of this notice of meeting, details of the total number of shares in respect of which members areentitled to exercise voting rights at the meeting, details of the totals of the voting rights that members are entitledto exercise at the meeting and, if applicable, any members’ statements, members’ resolutions or members’ mattersof business received by the Company after the date of this notice will be available on the Company’s websitewww.tuitravelplc.com.

17 Copies of the directors’ service contracts with the Company, the terms and conditions of appointment of the Non-Executive Directors and the rules of the PSP and of the DABS are available for inspection at the registered officeof the Company during usual business hours (Saturdays, Sundays and public holidays excepted) and will beavailable at the place of the meeting from 9.30am until its conclusion.

18 You may not use any electronic address provided in this notice of meeting to communicate with the Company forany purposes other than those expressly stated.

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