Thomas Cook Finance Plc €400,000,000 6.75% Senior Notes Due 2021

OFFERING MEMORANDUM

Thomas Cook Finance plc €400,000,000 6.75% Senior Notes due 2021

Thomas Cook Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), on 21 January 2015 issued (the “Offering”) €400,000,000 aggregate principal amount of its 6.75% Senior Notes due 2021 (the “Notes”). The Issuer will pay interest on the Notes semi-annually on each of 15 June and 15 December, commencing 15 June 2015. The Notes will mature on 15 June 2021. Prior to 15 January 2018, the Issuer will be entitled to redeem all or a portion of the Notes by paying 100% of the principal amount of the Notes plus the relevant “make-whole” premium as more specifically described in this Offering Memorandum. At any time on or after 15 January 2018, the Issuer may redeem all or part of the Notes at the redemption prices set forth in this Offering Memorandum. In addition, prior to 15 January 2018, the Issuer may redeem up to 35% of the Notes with the aggregate proceeds from certain equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any. Upon the occurrence of certain events constituting a change of control or upon the sale of certain assets, the Issuer may be required to make an offer to purchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. In addition, in the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. The Notes are senior obligations of the Issuer, rank pari passu in right of payment to all of the Issuer's existing and future indebtedness that is not subordinated in right of payment to the Notes and are senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes are effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on a senior basis (each, a “Guarantee” and together, the “Guarantees”) by Thomas Cook Group plc (the “Parent”) and the subsidiaries of the Parent listed as guarantors in the Indenture (as defined below) on the Issue Date (as defined below). Each Guarantee is a senior obligation of the respective Guarantor and ranks pari passu in right of payment with all existing and future senior indebtedness of such Guarantor that is not subordinated in right of payment to its Guarantee. The Guarantees are effectively subordinated to any existing and future secured indebtedness of such Guarantor, to the extent of the value of the assets securing such indebtedness. The Notes and the Guarantees are effectively subordinated to any existing and future liabilities (including trade payables) of our existing and future subsidiaries that are not Guarantors. In addition, the Guarantees are subject to contractual and legal limitations under relevant local laws and may be released under certain circumstances. See “Certain Insolvency Considerations; Limitations on Validity and Enforceability of Guarantees”. This Offering Memorandum includes information on the terms of the Notes and Guarantees, including redemption and repurchase prices, covenants and transfer restrictions. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for purposes of Directive 2004/39/EC. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 27.

Price: 100% plus accrued interest, if any, from the Issue Date

The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (“Rule 144A”) or non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Notice to Investors” for additional information about eligible offerees and transfer restrictions.

Joint Global Coordinators

Credit Suisse The Royal Bank of Scotland

Joint Bookrunners

Barclays BNP PARIBAS CM-CIC

DNB Markets Jefferies KBC Bank Lloyds Bank

Nordea Société Générale

The date of this Offering Memorandum is 30 April 2015.

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THE OFFERING MEMORANDUM ...... iii NOTICE TO CERTAIN EUROPEAN INVESTORS ...... vi WHERE YOU CAN FIND MORE INFORMATION ...... ix TAX CONSIDERATIONS ...... x FORWARD-LOOKING STATEMENTS ...... xi SUMMARY ...... 1 RISK FACTORS ...... 27 USE OF PROCEEDS ...... 48 CAPITALISATION ...... 49 SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION ...... 50 OVERVIEW OF BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW ...... 53 INDUSTRY AND MARKET DATA ...... 82 OUR BUSINESS ...... 85 MANAGEMENT ...... 107 PRINCIPAL SHAREHOLDERS ...... 121 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...... 122 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ...... 124 DESCRIPTION OF NOTES ...... 127 BOOK-ENTRY, DELIVERY AND FORM ...... 179 CERTAIN TAX CONSIDERATIONS ...... 183 PLAN OF DISTRIBUTION ...... 188 NOTICE TO INVESTORS ...... 191 CERTAIN INSOLVENCY CONSIDERATIONS; LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF GUARANTEES ...... 195 LEGAL MATTERS ...... 225 INDEPENDENT AUDITORS ...... 226 AVAILABLE INFORMATION ...... 227 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ...... 228 LISTING AND GENERAL INFORMATION ...... 235 GLOSSARY ...... 239

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM You should base your decision to invest in the Notes solely on the information contained in this offering memorandum (the “Offering Memorandum”). We have not and none of Barclays Bank PLC, BNP Paribas, CM-CIC Securities, Credit Suisse Securities (Europe) Limited, DNB Markets, a division of DNB Bank ASA, Jefferies International Limited, KBC Bank NV, Lloyds Bank plc, Nordea Bank Danmark A/S, Société Générale and The Royal Bank of Scotland plc (together, the “Initial Purchasers”) have authorised anyone to provide prospective investors with any information or represent anything about us, the Initial Purchasers, our business or our financial results or the Offering that is not contained in this Offering Memorandum, and you should not rely on any such information. We are not, and the Initial Purchasers are not, making an offer of the Notes in any jurisdiction where such an offer would not be permitted. The information in this Offering Memorandum is current only as of the date on the cover, and our business or financial position and other information in this Offering Memorandum may change after that date. We have prepared this Offering Memorandum based on information we have or have obtained from sources we believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be complete. We will make copies of actual documents available to you upon request to the extent that we are not prevented from doing so by any confidentiality or other similar obligations. None of us nor the Initial Purchasers represent that the information herein is complete. This Offering Memorandum is confidential and has been prepared by us solely for use in connection with this Offering, and for our application for listing on the Official List of the Irish Stock Exchange and admission to trading on the Global Exchange Market thereof. This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. The distribution of this Offering Memorandum and the offer and sale of the Notes are restricted by law in some jurisdictions. Distribution of this Offering Memorandum to any person other than a prospective investor or any person retained to advise such prospective investor with respect to the purchase of Notes is unauthorised, and any disclosure of any of the contents of this Offering Memorandum, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this Offering Memorandum, agrees to the foregoing, and further agrees not to make any photocopies of this Offering Memorandum or any documents referred to in this Offering Memorandum. In addition, neither we nor the Initial Purchasers, nor any of our or their respective representatives, are making any representation to you regarding the legality of an investment in the Notes under appropriate legal investment or other laws, and you should not construe anything in this Offering Memorandum as legal, business or tax advice. You should consult your own legal, tax and business advisors regarding an investment in the Notes. You are responsible for your own examination of the Company and your own assessment of the merits and risks of investing in the Notes. Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall have any responsibility therefor. The Initial Purchasers will provide prospective investors with a copy of this Offering Memorandum and any related amendments or supplements. By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of the accuracy of this information or your decision as to whether or not to invest in the Notes. We are offering the Notes, and the Guarantors are issuing the Guarantees, in reliance on an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed under “Notice to Investors”. You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We do not make any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Neither the U.S. Securities and Exchange Commission (the “SEC”), any U.S. state securities commission nor any non-U.S. securities authority nor other authority has approved or disapproved of the Notes or passed upon or endorsed the merits of this Offering or the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence in the United States and could be a criminal offence in other countries.

4 We and the Issuer accept responsibility for the information contained in this Offering Memorandum. To the best of our knowledge and the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of this Offering Memorandum. The information contained under the caption “Exchange Rate Information” includes extracts from information and data publicly released by official and other sources. While we accept responsibility for accurately summarising the information concerning exchange rates, we accept no further responsibility in respect of such information. In addition, the information set out in relation to sections of this Offering Memorandum describing clearing and settlement arrangements, including the section entitled “Book-Entry, Delivery and Form”, is subject to change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While we accept responsibility for accurately summarising the information concerning Euroclear or Clearstream, we accept no further responsibility in respect of such information. The Initial Purchasers make no representation or warranty, express or implied, as to, and assume no responsibility for, the accuracy or completeness of the information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or the future. Gleacher Shacklock LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Thomas Cook Group plc and no one else in connection with the Offering, and will not be responsible to anyone other than Thomas Cook Group plc for providing the protections afforded to clients of Gleacher Shacklock LLP nor for providing advice in relation to the Offering or any other matter referred to in this Offering Memorandum. We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to qualified institutional buyers under Rule 144A under the U.S. Securities Act and to non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) outside the United States under Regulation S under the U.S. Securities Act. We reserve the right to withdraw this Offering at any time. We are making this Offering subject to the terms described in this Offering Memorandum and the purchase agreement relating to the Notes entered into between us and the Initial Purchasers. We and the Initial Purchasers each reserves the right to reject any offer to purchase the Notes, in whole or in part, for any reason, sell less than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has subscribed. The Initial Purchasers and certain of their related entities may also acquire, for their own accounts, a portion of the Notes. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This document constitutes the listing particulars (the “Listing Particulars”) in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. For the convenience of the reader, we have included the address of our website and certain other websites elsewhere in this Offering Memorandum. The contents of these websites are not incorporated by reference or otherwise included in this Offering Memorandum. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See “Notice to Investors”. STABILISATION

IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (THE “STABILISING MANAGER”) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS

5 AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. NOTICE TO PROSPECTIVE INVESTORS

THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC. THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES. NOTICE TO U.S. INVESTORS

This Offering is being made in the United States in reliance upon an exemption from registration under the U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to have made certain acknowledgements, representations, warranties and agreements that are described in this Offering Memorandum. See “Notice to Investors”. This Offering Memorandum is being provided (1) to a limited number of United States investors that the Company reasonably believes to be “qualified institutional buyers” under Rule 144A for informational use solely in connection with their consideration of the purchase of the Notes and (2) to investors outside the United States who are not U.S. persons in connection with offshore transactions complying with Rule 903 or Rule 904 of Regulation S. Prospective investors are hereby notified that the sellers may be relying on the exemption from the registration requirements of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notes described in this Offering Memorandum have not been registered with, recommended by or approved by, the SEC, any state securities commission in the United States or any other securities commission or regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence.

NOTICE TO CERTAIN EUROPEAN INVESTORS This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make any offer in that Relevant Member State of Notes which are the subject of the placement contemplated in this Offering Memorandum may only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute a final placement of the Notes. In relation to each Relevant Member State, each Initial Purchaser has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the Notes which are the subject of the Offering contemplated by this Offering Memorandum to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Initial Purchasers; and (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Notes shall require the Issuer, any Guarantor or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of above, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. Each subscriber for, or purchaser of, the Notes in this Offering located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgment and agreement. United Kingdom. The issue and distribution of this Offering Memorandum is restricted by law. This Offering Memorandum is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by, a person authorised under the Financial Services and Markets Act 2000. This Offering Memorandum is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this Offering Memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Issuer.

France. The Notes have not been and will not be, directly or indirectly, offered or sold to the public in the Republic of France, and no offering or marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public of financial securities (offre au public de titres financiers) in the Republic of France within the meaning of Article L. 411-1 of the French Code monétaire et financier and Title I of Book II of the Réglement Général de l'Autorité des marchés financiers. The Notes may only be offered or sold in the Republic of France pursuant to article L.

7 411-2-II of the French Code monétaire et financier to (i) providers of third party portfolio management investment services (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monétaire et financier. Prospective investors are informed that: (i) this Offering Memorandum has not been and will not be submitted for clearance to the French financial market authority (Autorité des marchés financiers); (ii) qualified investors (investisseurs qualifiés) referred to in article L. 411-2-II-2 of the French Code monétaire et financier may only participate in this Offering for their own account, as provided under articles D. 411-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier; and (iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with applicable laws and regulations, in particular those relating to an offer to the public (offre au public de titres financiers) (which are embodied in articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier). Germany. The Notes may not be offered and sold to the public, except in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in Germany governing the issue, offering and sale of securities. This Offering Memorandum has not been and will not be submitted to, nor has it been nor will it be approved by, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Issuer has not obtained, and does not intend to obtain, a notification from the German Federal Financial Supervisory Authority or from another competent authority of a member state of the European Economic Area, with which a securities prospectus may have been filed, pursuant to Section 17(3) of the German Securities Prospectus Act. The Notes must not be distributed within Germany by way of a public offer, public advertisement or in any similar manner, and this Offering Memorandum and any other document relating to the Notes, as well as information contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of Notes to the public in Germany. Consequently, in Germany, the Notes will only be available to, and this Offering Memorandum and any other offering material in relation to the Notes are directed only at, persons who are “qualified investors” (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act. This Offering Memorandum and other offering materials relating to the offer of Notes are strictly confidential and may not be distributed to any person or entity other than the recipients hereof. The Netherlands. The Notes may not be offered, sold or delivered in the Netherlands to anyone other than persons who qualify as Qualified Investors (gekwalificeerde beleggers) as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht). Sweden. This Offering Memorandum is not a prospectus and has not been prepared in accordance with the prospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered this Offering Memorandum or will examine, approve or register this Offering Memorandum. Accordingly, this Offering Memorandum may not be made available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that constitute an exemption from the requirement to prepare a prospectus under the Swedish Financial Instruments Trading Act. Neither the Issuer nor the Joint Bookrunners has authorised any offer of Notes to the public and no action has been or will be taken to permit a public offer of Notes in Sweden.

Switzerland. The Notes are being offered in Switzerland on the basis of a private placement only. This Offering Memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of Obligations.

WHERE YOU CAN FIND MORE INFORMATION We are incorporating by reference certain documents that we file with the UK Listing Authority. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the UK Listing Authority. The information in the documents incorporated by reference herein is considered to be part of this Offering Memorandum. We incorporate by reference the documents listed below and have filed the documents listed below with the UK Listing Authority and the Irish Stock Exchange.

Page numbers in Information incorporated by reference into this document such document

The following sections from the Annual Report and Financial Statements for the financial year ended 30 September 2014:

Remuneration information for the financial year ended 30 September 2014 102-110 Independent auditor's report for the financial year ended 30 September 2014 115-120 Consolidated income statement for the financial year ended 30 September 2014 121 Consolidated statement of comprehensive income for the financial year ended 30 September 2014 122 Consolidated cash flow statement for the financial year ended 30 September 2014 123 Consolidated balance sheet for the financial year ended 30 September 2014 124-125 Notes to the Financial Statements for the financial year ended 30 September 2014 127-167 The following sections from the Annual Report and Financial Statements for the financial year ended 30 September 2013:

Remuneration information for the financial year ended 30 September 2013 ...... 78-79 Independent auditor's report for the financial year ended 30 September 2013 ...... 90-92 Consolidated income statement for the financial year ended 30 September 2013 ...... 93 Consolidated statement of comprehensive income for the financial year ended 30 September 2013 ...... 94 Consolidated cash flow statement for the financial year ended 30 September 2013 ...... 95 Consolidated balance sheet for the financial year ended 30 September 2013 ...... 96-97 Notes to the Financial Statements for the financial year ended 30 September 2013 ...... 99-157 The following sections from the Annual Report and Financial Statements for the financial year ended 30 September 2012:

Remuneration information for the financial year ended 30 September 2012 ...... 62-64 Independent auditor's report for the financial year ended 30 September 2012 ...... 70 Consolidated income statement for the financial year ended 30 September 2012 ...... 71 Consolidated statement of comprehensive income for the financial year ended 30 September 2012 ...... 72 Consolidated cash flow statement for the financial year ended 30 September 2012 ...... 73 Consolidated balance sheet for the financial year ended 30 September 2012 ...... 74-75 Notes to Financial Statements for the financial year ended 30 September 2012 ...... 77-124

You may also obtain a copy of these filings from our website at www.thomascookgroup.com. The information on our website or any other website referenced in this Offering Memorandum is not incorporated by reference and should not be considered a part of this Offering Memorandum. You should rely only upon the information provided in this Offering Memorandum or incorporated by reference herein. We have not authorised anyone to provide you with different information. You should not assume that the information in this Offering Memorandum or any document incorporated by reference is accurate as of any date other than that on the front cover of the document.

TAX CONSIDERATIONS Prospective purchasers of the Notes are advised to consult their own tax advisors as to the consequences of purchasing, holding and disposing of the Notes, including, without limitation, the application of U.S. federal tax laws to their particular situations, as well as any consequences to them under the laws of any other taxing jurisdiction, and the consequences of purchasing the Notes at a price other than the initial issue price in the Offering.

FORWARD-LOOKING STATEMENTS This Offering Memorandum and the documents incorporated by reference herein include forward- looking statements that are based on estimates and assumptions and are subject to risks and uncertainties. These forward-looking statements are all statements other than statements of historical facts or statements in the present tense, and can be identified with words such as “aim”, “anticipates”, “aspires”, “assumes”, “believes”, “could”, “estimates”, “expects”, “intends”, “hopes”, “may”, “outlook”, “plans”, “potential”, “projects”, “predicts”, “should”, “targets”, “will”, “would”, as well as the negatives of these terms and other words of similar meaning. These statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those otherwise expressed. Forward-looking statements appear in a number of places in this Offering Memorandum, including, without limitation, in the sections entitled “Summary”, “Risk Factors”, “Overview of Business Performance and Operating and Financial Review”, “Industry and Market Data” and “Our Business”, and include, among other things, statements relating to: • our ability to continue to implement the Business Transformation, including any resulting impact on our costs, working capital and profitability; • our intentions, beliefs or current expectations of the Group and/or the Directors concerning our plans or objectives for future management operations, products, financial condition and results of operations; • our ability to introduce and expand products and services to meet customer demand; • general economic conditions in the regions in which we operate, including the impact of an economic downturn or growth in these regions; • the competitive environment and trends in the industry and markets in which we operate and changes in consumer behaviour; • prospects and dividend policy; • our ability to secure long-term debt financing; • anticipated uses of cash; • our operations and ability to achieve cost savings, EBIT improvements and the objectives of the Business Transformation; • our expectations regarding planned capacity closures and redundancies; • our liquidity, capital resources, working capital, cash flows and capital commitments; and • the expected outcome of contingencies, including regulatory changes and the outcome of regulatory investigations, litigation and pension liabilities. The forward-looking statements in this document are made based upon our estimates, expectations and beliefs concerning future events affecting the Group and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. We caution that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Important factors that could cause the Group's actual results to differ materially from those expressed or implied by the forward-looking statements in this document are (among other things) the risks set out in “Risk Factors”, which include the following risks: • the Business Transformation may not deliver the targeted EBIT improvements as envisaged; • we are dependent upon the introduction and expansion of products and services that meet customer demand; • we are exposed to the risk of downturns in economic conditions; • we are exposed to the risk of a decline in demand for traditional package holidays and/or changes in consumer behaviour; • our business may experience increased competition;

• we may experience disruptions to our IT systems or may fail to implement the proposed IT development programmes successfully; • we may lose or have difficulty replacing senior managers and key operational expertise; 11 • we may suffer damage to our reputation and/or brands; • we are exposed to risks resulting from security issues, political instability, acts or threats of terrorism or war, and certain other events occurring in or relating to our source markets and destinations; • we may experience performance failure by outsourced partners and third party suppliers; • we are exposed to risks associated with our significant amount of debt and levels of net indebtedness; and • we are exposed to exchange, interest rate and jet fuel price fluctuations. The factors listed above and risks specified elsewhere in this document should not be construed as exhaustive and undue reliance should, therefore, not be placed on any forward-looking statements. Actual results may differ materially from those described in the forward-looking statements. We urge you to, in particular, to read the documents incorporated by reference herein in addition to sections of this Offering Memorandum entitled “Risk Factors”, “Overview of Business Performance and Operating and Financial Review”, “Industry and Market Data” and “Our Business” for a more complete discussion of the factors that could affect our future performance and the markets in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this Offering Memorandum and in the documents incorporated by reference herein may not occur. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update or revise any forward-looking statement or risk factors after the date on which the forward-looking statement was made, whether as a result of new information, future events or developments or otherwise. New factors will emerge in the future, and it is not possible for us to predict which factors they will be. We also cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward- looking statement or statements, and we can provide no assurance that our assumptions will prove correct or that our expectations and beliefs will be achieved. In addition, in view of the significant changes we have made to our business strategy since March 2013, including the introduction of the Business Transformation plan, and the lack of directly applicable operating history, we have included certain financial projections for illustrative purposes under “Our Business—Business Transformation” and certain other sections of this Offering Memorandum. For a description of the factors that may cause these statements not to materialise, see the section entitled “Risk Factors”. The inclusion of the projections in this Offering Memorandum should not be viewed as a representation by us, the Initial Purchasers or any other person that these assumptions will be realised, in whole or in part, or that these assumptions will be predictive of future results. Any forward-looking statements contained in this document apply only as at the date of this document and are not intended to give any assurance as to future results. We will update this document as required by applicable law, but otherwise expressly disclaim any obligation or undertaking to update or revise any forward-looking statement after the date on which the forward-looking statement was made, whether as a result of new information, future developments or otherwise.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information Our audited consolidated financial statements as of and for the years ended 30 September 2014, 2013 and 2012 incorporated by reference in this Offering Memorandum have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The preparation of financial statements in conformity with IFRS requires us to use certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions or estimates are significant to the financial statements, are described in “Overview of Business Performance and Operating and Financial Review—Critical Accounting Policies and Estimates”. Certain financial information included in this Offering Memorandum has been restated in the financial statements. Unless otherwise indicated, the financial information within this Offering Memorandum has been restated. The Group's income statement for the year ended 30 September 2013 has been calculated excluding the results of the North America segment, which was classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. In the financial statements for the year ended 30 September 2013, the prior period comparable income statement was restated accordingly. The 2014 audited consolidated financial statements were calculated to give effect to International Accounting Standard 19, “Employee Benefits” (“IAS 19”), which became effective for annual periods beginning on or after 1 January 2013. Accordingly, expected returns on pension plan assets and the finance charge have been replaced with a single net interest expense or income, calculated by applying the discount rate used in determining the present value of scheme liabilities to the net defined benefit asset or liability. In the financial statements for the year ended 30 September 2014, prior period comparables were restated accordingly. Our consolidated financial statements include both guarantor and non-guarantor subsidiaries.

(a) Non-IFRS financial measures The financial information included in this document includes some measures which are not accounting measures within the scope of IFRS. These measures include cash conversion, free cash flow, interest cover, net debt, net interest expense, net leverage, underlying depreciation and amortisation, underlying EBIT margin, underlying EBITDA, underlying EBITDA margin, underlying EBITDAR, underlying profit/(loss) before tax, underlying gross margin, underlying EBIT (also referred to as underlying profit/(loss) from operations) and underlying free cash flow (together, the “non-IFRS financial measures”). We define (or, as necessary, present or calculate): • “cash conversion” as free cash flow before capital expenditure but after exceptional items as a percentage of underlying EBITDA; • “interest cover” as underlying EBITDA divided by net interest expense; • “Like-for-like” changes reflect adjustments to prior year comparatives for the impact of business disposals, foreign exchange translation and any other factors that distort the underlying performance of the business; • “net debt” as current and non-current overdrafts and borrowings and current and non-current obligations under finance leases less cash and cash equivalents, including borrowings, obligations and cash and cash equivalents classified as held for sale (including our North American segment); • “net interest expense” as income from loans included in financial assets plus other interest and similar income, less interest payable and finance costs in respect of finance leases; • “net leverage” as net debt divided by underlying EBITDA; • “underlying depreciation and amortisation” as depreciation and amortisation excluding separately disclosed items; • “underlying EBIT” is EBIT excluding separately disclosed items;

• “underlying EBIT margin” as underlying profit/(loss) from operations as a percentage of revenue; • “underlying EBITDA” as underlying profit/(loss) from operations adjusted to add back underlying depreciation and amortisation; 13 • “underlying EBITDA margin” as underlying EBITDA as a percentage of revenue; • “underlying EBITDAR” as underlying EBITDA adjusted to add back operating lease rentals payable for hire of aircraft, aircraft spares and under other operating leases; • “underlying profit/(loss) before tax” as profit/(loss) before tax excluding separately disclosed items; • “underlying gross margin” as gross profit (excluding separately disclosed cost of providing tourism services) as a percentage of revenue; • “underlying EBIT” or “underlying profit/(loss) from operations” as earnings before interest and tax excluding separately disclosed items, the share of results of associates and joint ventures and net investment income; and • “underlying free cash flow” as underlying EBITDA plus/(minus) changes in working capital (being decrease/(increase) in inventories, decrease/(increase) in receivables and (decrease)/increase in payables, plus/(minus) increase/(decrease) in provisions, less additional pension contributions), less capital expenditure (being purchase of tangible assets plus purchase of intangible assets). “Separately disclosed items” consist of exceptional items, IAS 39 fair value re-measurement, profit/(loss) on disposal of associates and impairment of goodwill and amortisation of business combination intangibles. “Exceptional items” are items that are material because of either their size or their nature, and which are non-recurring, are presented within their relevant income statement category, but highlighted through separate disclosure. The non-IFRS financial measures: (i) are not accounting measures within the scope of IFRS; and (ii) should not be considered as a measure of our financial performance which may be substituted for gross profit, operating profit, profit/(loss) before tax or other income or cash flow data determined in accordance with IFRS. The non-IFRS financial measures are included in this document as a supplemental disclosure, because the Board believes that these measures provide useful comparative information to an investor, help investors evaluate the performance of the underlying business or are measures commonly used by certain investors and securities analysts for evaluating performance. In addition, we use certain of the non-IFRS measures to assess the financial performance of our businesses (including with respect to the measurement of the KPIs relating to the implementation of the Business Transformation). However, our definition, presentation or calculation of each of the non-IFRS financial measures may be different from definitions, presentations and calculations used by other companies and therefore comparability may be limited. Investors should therefore exercise caution in comparing non-IFRS financial measures reported by us to similar measures of other companies.

(b) Reconciliations of non-IFRS measures This document contains a reconciliation to certain non-IFRS measures used from the most directly comparable measure calculated and presented in accordance with IFRS. For a reconciliation to these non- IFRS measures, see “Summary—Summary Financial and Other Data” and “Overview of Business Performance and Operating and Financial Review”.

(c) Performance indicators This document contains or references various performance indicators, including (among others), numbers of passengers, capacity, load factor and seat load factor, selling price, controlled distribution, sold seats and yield. These measures may not be comparable to similarly-titled measures presented by others in the travel industry. However, while the method of calculation may vary, the Board believes that these indicators are helpful in understanding our performance from period to period and facilitate comparison with our peers. These indicators are not intended to be a substitute for, or superior to, any IFRS measures of performance.

Presentation of Financial Information, Key Performance Indicators and Other Data Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in “Overview of Business Performance and Operating and Financial Review” are calculated using the numerical data in the consolidated financial statements of Thomas Cook Group plc or the tabular presentation of other data (subject to rounding) contained in this Offering Memorandum, as applicable, and not using the numerical data in the narrative description thereof.

14 Certain key performance indicators (“KPIs”) and other non-financial operating data included in this Offering Memorandum are derived from management estimates, are not part of our consolidated financial statements or financial accounting records, and have not been audited or otherwise reviewed by outside auditors, consultants or experts. Our use or computation of these terms may not be comparable to the use or computation of similarly titled measures reported by other companies. Any or all of these terms should not be considered in isolation or as an alternative measure of performance under IFRS.

Rounding Adjustments In addition, certain numerical figures set out in this Offering Memorandum, including financial data presented in millions or thousands and percentages describing market shares, have been subject to rounding adjustments and, as a result, the totals of the data in this Offering Memorandum may vary slightly from the actual arithmetic totals of such information.

U.S. Accounting Requirements The financial information included in this Offering Memorandum is not intended to comply with the applicable accounting requirements of the U.S. Securities Act and the related rules and regulations of the SEC which would apply if the Notes were being registered with the SEC, and as such will not be subject to review by the SEC.

CURRENCY PRESENTATION AND DEFINITIONS In this Offering Memorandum, all references to “GBP”, “pound”, “pounds”, “pounds sterling” and “£” are to the lawful currency of the United Kingdom, all references to “euro”, “euros”, “EUR” or “€” are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time, references to “dollar”, “dollars”, “U.S.D.” and “$” are to the lawful currency of the United States and references to “C$” are to the lawful currency of Canada.

Definitions Unless otherwise specified or the context requires otherwise in this Offering Memorandum: “2015 Note Maturity Date” the scheduled maturity date of the 2015 Senior Notes, being 22 June 2015 “2017 Note Maturity Date” the scheduled maturity date of the 2017 Senior Notes, being 22 June 2017 “2015 Bonding Facility” the £30 million bilateral bonding and guarantee facility available under the Facilities Agreement “2015 Senior Notes” the €400 million guaranteed notes with a coupon of 6.75% maturing in June 2015 “2017 Bonding Facility” the £170 million bilateral bonding and guarantee facility available under the Facilities Agreement “2017 Senior Notes” the £300 million guaranteed notes with a coupon of 7.75% maturing in June 2017 “2020 Senior Notes” the €525 million guaranteed notes with a coupon of 7.75% maturing in June 2020 “ABTA” the UK travel trade association for tour operators and travel agents “Additional Facility” the euro equivalent of £191 million additional facility available under the Facilities Agreement, subsequently reduced to £128 million “Airlines Germany” the Group's operating segment consisting of the Condor Group “Articles of Association” the articles of association of the Company in force at the date of this document “ATOL” Air Travel Organisers' Licence “Barclays” Barclays Bank PLC “BNP PARIBAS” BNP Paribas “Board” the board of directors of the Parent from time to time “Bonding Facilities” the 2015 Bonding Facility and the 2017 Bonding Facility available under the Facilities Agreement “Business Transformation” the Improvement Initiatives and the Profitable Growth Strategy “CAA” the Civil Aviation Authority “Cash Initiatives” the Group's initiatives to improve its cash and working capital position “Central England Co-op” Central England Co-operative Limited (formerly known as Midlands Co-operative Society Limited), an indirect shareholder of TCCT “CIS” in the context of this Offering Memorandum, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan, Turkmenistan, Uzbekistan and Ukraine

“CIS JV” the joint venture established by the Group with Intourist and IOL pursuant to the Intourist SPA and the Intourist SHA to conduct inbound, outbound and domestic tour operating activities with respect to the CIS “Clearstream” Clearstream Banking, société anonyme “COIP” the Thomas Cook Group plc 2008 Co-investment plan “Commercial Paper Notes” the commercial paper notes which the Company may issue pursuant to a commercial paper programme created in December 2010 “Companies Act 2006” the Companies Act of England and Wales 2006, as amended “Condor Berlin” Condor Berlin GmbH, a subsidiary of the Company “Condor Flugdienst” Condor Flugdienst GmbH, a subsidiary of the Company “Condor Group” Condor Flugdienst, Condor Technik GmbH and Condor Berlin, subsidiaries of the Company “Continental Europe” the Group's operating segment comprising operations in Germany, Austria, Switzerland, the Netherlands, Belgium, France, Poland, Hungary, the Czech Republic and the CIS “Co-op JV” the joint venture established by the Group with Co-op SBL and Central England Co-op pursuant to the TCR BPA, the Co-op SPA, the Central England SPA and the TCCT Shareholders' Agreement to conduct a retail travel agency business and related activities in the United Kingdom, Ireland, Jersey and Guernsey “Co-op SBL” Co-operative Specialist Businesses Limited, a special purpose vehicle established and owned by Co-operative Group Limited, and a shareholder of TCCT “Co-op SPA” the sale and purchase agreement entered into by the Parent and Co- op SBL on 7 October 2010 and as amended from time to time “Credit Suisse” Credit Suisse Securities (Europe) Limited “Directors” the directors of the Company as at the date of this document, and “Director” means any one of them “Disclosure and Transparency Rules” the disclosure rules and transparency rules made under Part VI of FSMA (as set out in the FSA Handbook), as amended “EEA” the European Economic Area first established by the agreement signed at Oporto on 2 May 1992 “EEA State” a state which is a contracting party to the agreement on the EEA signed at Oporto on 2 May 1992, as it has effect for the time being “EU ETS” the EU Emissions Trading Scheme established by the EU Emissions Trading Directive (2003/87/EC) “EU” or “European Union” the European Union first established by the treaty made at Maastricht on 7 February 1992 “EURIBOR” the Euro Interbank Offered Rate “Euroclear” Euroclear Bank SA/NV “Euromonitor” Euromonitor International Limited., a strategy research company for consumer markets “Eurozone” collectively, the member states of the European Union that adopt or have adopted the euro as their lawful currency under the legislation of the European Union or European Monetary Union “Executive Directors” the executive directors of the Parent as at the date of this document and “Executive Director” means any one of them

“Facilities Agreement” the agreement entered into among the Company, certain of its subsidiaries and certain financial institutions relating to the Revolving Facility, the Bonding Facilities and the Additional Facility “Financial Statements” the consolidated annual report and financial statements (including the relevant accounting policies) of the Group and the audit report thereon for the financial year ended 30 September 2014, 30 September 2013 or 30 September 2012, as the case may be “FSMA” the Financial Services and Markets Act 2000, as amended “Guarantees” the senior guarantees by the Guarantors to guarantee the payment obligations of the Issuer under the Notes offered hereby “Guarantors” Thomas Cook Group plc, Thomas Cook Group Treasury Limited, Thomas Cook UK Limited, Thomas Cook Airlines Limited, Thomas Cook Tour Operations Limited, TCCT Retail Limited, Thomas Cook Retail Limited, Condor Flugdienst, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin, Thomas Cook SAS, Thomas Cook Belgium NV, Thomas Cook Airlines Belgium NV, Thomas Cook Nederland BV, Thomas Cook Austria AG, Neckermann Polska Biuro Podróży sp. z.o.o., MyTravel Group Limited, Retail Travel Limited, Thomas Cook (CIS) AB, Tourmajor Limited, Thomas Cook Aircraft Engineering Limited, Close Number 30 Limited, Thomas Cook Continental Holdings Limited, Thomas Cook West Investments Limited, Thomas Cook Group UK Limited and TCGH Holdings Limited. “Group Airline Business” the consolidated management of the Group's UK, Belgian, German and Scandinavian airlines businesses “Group Profit Improvement Programme” the programme announced by Thomas Cook in November 2012 aimed at driving further efficiencies and benefits within the UK business beyond those forming part of the UK Turnaround Plan, as well as reducing costs and improving profits across the rest of the Group “HCV” Hoteles Y Clubs De Vacaciones, which was disposed of by TCT pursuant to the HCV disposal “HCV Disposal” the Group's disposal of its interest in HCV “Health, Safety & Environmental Committee” the Company's health, safety and environmental committee “HMRC” HM Revenue and Customs “IFRS” International Financial Reporting Standards as adopted by the European Union “Improvement Initiatives” the UK Turnaround Plan, the Group Profit Improvement Programme and the Cash Initiatives “Indenture” the indenture governing the Notes offered hereby, to be dated the Issue Date “Initial Purchasers” Barclays Bank PLC, BNP Paribas, CM-CIC Securities, Credit Suisse Securities (Europe) Limited, DNB Markets, a division of DNB Bank ASA, Jefferies International Limited, KBC Bank NV, Lloyds Bank plc, Nordea Bank Danmark A/S, Société Générale and The Royal Bank of Scotland plc “Intourist” VAO Intourist, a Russian travel company with which we established the CIS JV

“Intourist Sellers” has the meaning given to it in “Our Business-Joint Venture Agreements-Joint Venture with Intourist-Sale and Purchase Agreement” “Intourist SHA” the shareholders agreement between the Parent and the Intourist Sellers dated 25 November 2010 “Intourist SPA” the sale and purchase agreement between the Parent and the Intourist Sellers dated 25 November 2010 “IPK” IPK International World Travel Monitor Company Limited., a tourism market research company “Issue Date” 21 January 2015 “Issuer” Thomas Cook Finance plc “IOL” Intourist Overseas Limited (Cyprus), a company with which Thomas Cook established the CIS JV “ISAYE Scheme” The Thomas Cook Group Plc 2008 International SAYE Scheme “ITC” ITC Travel Investments, Sociedad Limitada, a company formed in connection with the establishment of the CIS JV, in which Thomas Cook CIS has a 75.0 per cent. interest “Jefferies” Jefferies International Limited “Listing Rules” the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended “Lloyds Bank” Lloyds Bank plc “London Stock Exchange” London Stock Exchange Group plc or its successor(s) “member state” a member state of the EEA “MENA” the Middle East and North Africa “Nordea” Nordea Bank Danmark A/S “North American Business Disposal” the Group's disposal of TCC and TCUSA “Northern Europe” the Group's operating segment comprising Sweden, Denmark, Norway and Finland “Notes” the €400 million aggregate principal amount of the Issuer's 6.75% Senior Notes due 2021 offered hereby “Offering” the offering of the Notes hereby “Operating Licence” has the meaning given to it in “Industry and Market Data” “Operating Licence Regulation” Council Regulation (EEC) No 1008/2008 on Common rules for the operation of air services in the community “Package Travel Directive” Council Directive 90/314/EEC of 13 June 1990 on package travel, package holidays and package tours “Parent” or the “Company” Thomas Cook Group plc, a company incorporated in England and Wales with registered number 06091951, whose registered office is at 3rd Floor, South Building, 200 Aldersgate Street, London EC1A 4HD “PD Amending Directive” directive 2010/73/EU of the European Parliament and of the Council “Profitable Growth Strategy” the strategy implemented by the Board to expand international concept hotels, innovate the Group's products and services, develop a single customer gateway, and develop the Group's brand and technology “PSP” The Thomas Cook Group plc 2007 Performance Share Plan

19 “Purchase Agreement” the purchase agreement to be entered into in December 2014 between the Issuer and the Initial Purchasers in relation to the Offering “Red Label” Red Label Vacations, Inc. “Remuneration Committee” the Parent's remuneration committee “Revolving Facility” the £300 million multicurrency revolving credit facility available under the Facilities Agreement “SAYE” Save-As-You-Earn “SEC” The U.S. Securities and Exchange Commission “TCC” Thomas Cook Canada Inc. “TCCT” TCCT Holdings UK Limited, a company established in connection with the establishment of the Co-op JV, in which TCR has a 66.5 per cent. interest “TCR” Thomas Cook Retail Limited, a subsidiary of the Parent “TCUSA” Thomas Cook USA, Holdings, Inc. “The Royal Bank of Scotland” The Royal Bank of Scotland plc “Thomas Cook”, the “Group”, “our Group”, “we”, “us”, and “our”

Thomas Cook Group plc, together with its subsidiaries “Thomas Cook Business System” the Group's disciplined operating model through which it implements its Improvement Initiatives “Thomas Cook CIS” Thomas Cook (CIS) AB, a subsidiary of the Parent “Tour Operators' Margin Scheme” a special scheme for businesses that buy-in and re-sell travel, accommodation and certain other services as a principal or undisclosed agent, which enables VAT to be accounted for on travel supplies without businesses having to register and account for tax in each EU member state where the services and goods are enjoyed “Trustee” Wilmington Trust, National Association “UK Turnaround Plan” the plan adopted by the Group in 2011 comprising a number of improvement measures seeking to return the Group's UK business to profitability “United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland “United States” or “U.S.” the United States of America, its territories and possessions, any state of the United States and the District of Columbia “UNWTO” the World Tourism Organisation, the United Nations agency responsible for the promotion of responsible, sustainable and universally accessible tourism “U.S. Exchange Act” the United States Securities Exchange Act of 1934, as amended “U.S. Securities Act” the United States Securities Act of 1933, as amended “VAT” value added tax “Voyager Android” the Group's digital strategy, utilising leading technology, to make the Group's services and products available to its customers across the globe and at all times “Wave 1 Transformation” the first stage of the Improvement Initiatives “Wave 2 Transformation” the second stage of the Improvement Initiatives “White Horse” White Horse Insurance Ireland Limited, a subsidiary of the Parent “YouGov” YouGov plc, an international, full service online market research agency

PRESENTATION OF INDUSTRY AND MARKET DATA In this Offering Memorandum, we rely on and refer to historical and current industry and market data regarding our business and the market in which we operate and compete. The market data and certain economic and industry data and forecasts used in this Offering Memorandum were obtained from internal surveys, market research, governmental and other publicly available information, independent industry publications and reports prepared by industry consultants, including Euromonitor, IPK, UNWTO and YouGov. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of information contained in such industry sources or from surveys or studies conducted by third parties is not guaranteed. Market data and statistics in particular are inherently predictive, subject to uncertainty and not necessarily reflective of actual market conditions. Although we believe that these industry publications, surveys and forecasts are reliable, we have not independently verified them and cannot guarantee their accuracy or completeness. Elsewhere in this Offering Memorandum, statements regarding the travel industry, our position in the industry, our market share and the market shares of various industry participants are based solely on our experience, our internal studies and estimates, and our own investigation of market conditions, including an in-depth survey of the attitudes and travel habits of almost 18,000 people across our key source markets. We cannot assure you that any of the assumptions underlying these statements are accurate or correctly reflect our position in the industry and none of our internal surveys or information have been verified by any independent sources. Neither we nor the Initial Purchasers make any representation or warranty as to the accuracy or completeness of the industry and market data set forth in this Offering Memorandum. All of the information set forth in this Offering Memorandum relating to the operations, financial results or market share of our competitors has been obtained from information made available to the public in such companies' publicly available reports and independent research, as well as from our experience, internal studies, estimates and investigation of market conditions. Neither we nor the Initial Purchasers have independently verified any of the information contained in this Offering Memorandum and cannot guarantee its accuracy. While we are not aware of misstatements regarding any industry, market or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the “Risk Factors” section of this Offering Memorandum. We have accurately reproduced the market and industry data, and as far as we are aware and able to ascertain third-party sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. TRADEMARKS

We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own, have rights to use or have prospective rights to use that appear in this Offering Memorandum include “Thomas Cook”, “Neckermann”, “Condor”, “Jet tours”, “Ving”, “Spies” and “Tjäreborg”, among others, each of which are registered by us or by our licensor in the appropriate jurisdictions where they are used and/or registered and/or pending registration in other jurisdictions, as appropriate to the needs of our relevant business. Each trademark, trade name or service mark of any other company appearing in this Offering Memorandum is the property of its owner.

EXCHANGE RATE INFORMATION The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg Composite Rate expressed as euros per £1.00. The Bloomberg Composite Rate is a “best market” calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-value rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual rates used in the preparation of the consolidated financial statements and other financial information appearing in this Offering Memorandum. These exchange rates are presented solely for the convenience of the reader. Neither we nor the Initial Purchasers represent that amounts in pounds sterling have been, or could have been or could be converted into euros or dollars at any particular rate indicated or any other rate. We have accurately reproduced the exchange rate information below, and as far as we are aware and able to ascertain third-party sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. The average rate for a year means the average of the Bloomberg Composite Rates on the last day of each month during a year. The average rate for a month, or for any shorter period, means the average of the daily Bloomberg Composite Rates during that month, or shorter period, as the case may be. The Bloomberg Composite Rate of euros per pounds sterling on 13 January 2015 was €1.2867 per £1.00.

Euro per £1.00

Period High Low Average End

Year

2009 ...... 1.1852 1.0425 1.1230 1.1267 2010 ...... 1.2358 1.0962 1.1662 1.1664 2011 ...... 1.2045 1.1066 1.1525 1.1987 2012 ...... 1.2863 1.1793 1.2332 1.2308 2013 ...... 1.2328 1.1431 1.1779 1.2014 2014 ...... 1.2874 1.1912 1.2409 1.2874 Month

July 2014 ...... 1.2666 1.2537 1.2612 1.2615 August 2014 ...... 1.2622 1.2465 1.2542 1.2616 September 2014 ...... 1.2843 1.2454 1.2640 1.2843 October 2014 ...... 1.2838 1.2460 1.2675 1.2764 November 2014 ...... 1.2805 1.2487 1.2646 1.2563 December 2014 ...... 1.2874 1.2578 1.2700 1.2874 January 2015 (through 13 January 2015) 1.2878 1.2726 1.2800 1.2867

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SUMMARY This summary highlights selected information about us and the Offering contained in this Offering Memorandum or in the documents incorporated by reference herein. This summary is not complete and does not contain all the information you should consider before investing in the Notes. The following summary should be read in conjunction with, and the following summary is qualified in its entirety by, the more detailed information included in this Offering Memorandum and in the documents incorporated by reference herein, including the consolidated financial statements of Thomas Cook and the notes related therein and the financial information for the years ended 30 September 2012, 2013 and 2014. You should read carefully the entire Offering Memorandum and the documents incorporated by reference herein, to understand our business, the nature and terms of the Notes and the tax and other considerations which are important to your decision to invest in the Notes, including the risks discussed under the caption “Forward- looking Statements” and “Risk Factors”. In this Offering Memorandum, references to “Thomas Cook”, the “Group”, “we”, “us” and “our” and all similar references, are to Thomas Cook Group plc and all of its consolidated subsidiaries, unless otherwise stated or the context otherwise requires.

Overview We are one of the world's leading leisure travel companies. We currently have operations in 15 source markets across Europe. We operate under strong and well-recognised brands, including Thomas Cook, Neckermann, Condor, Jet tours, Ving, Spies and Tjäreborg, and enjoy a number one or two position (measured by revenues) among traditional package tour operators in our most significant source markets, being the UK, Germany and Northern Europe. In the year ended 30 September 2014, approximately 19.7 million customers travelled with our Group and our revenue, underlying EBITDAR and underlying EBITDA were £8.6 billion, £704 million and £496 million, respectively. As at 30 September 2014, we had approximately 22,672 employees and operated a combined fleet of 88 aircraft through our Group Airline Business (91 aircraft at the date of this Offering Memorandum). Our shares are listed on the premium segment of the main market of the London Stock Exchange. As at 13 January 2015, our market capitalisation was £1.9 billion, based on a share price of £1.31. In the first 24 months of our Business Transformation, we have delivered strong profit growth, reporting a ninth consecutive quarter of increased profitability in the three months ended 30 September 2014. We offer a wide range of holiday options, including traditional pre-packaged holidays, independent travel products (which include dynamically-packaged holidays and individual holiday components) and a selection of travel-related financial services. We also provide certain ancillary travel services, such as duty free shopping and processing passenger baggage at airports. Our largest product category is traditional pre- packaged holidays, where two or more components of travel, such as charter flights (often using our own Group Airline Business), hotels and transfers are bundled together and offered for sale as a single product. We sell traditional pre-packaged holidays directly to customers through our retail outlets, websites and call centres as well as on a business-to-business basis to other third party travel agents. The independent travel products offered by our Group encompass dynamically-packaged holidays (where customers can tailor their holiday by bundling together individual holiday components to meet their personal requirements with regard to destination, duration, variety, quality and price), individual holiday components and scheduled tours. We typically aggregate the various components from a wide range of third party suppliers and sell this aggregate product either directly to customers or to third party travel agents on a business-to-business basis. We are paid a commission by the third party supplier based on the booking price paid by the customer.

The Business Transformation We are in the process of undertaking a programme to transform our business, by strengthening our organisational effectiveness, improving profitability and working capital management and implementing a strategy for profitable growth. The programme was initiated by the Board in 2012, with the objective of turning around the financial and business performance of our Group and establishing a profitable strategy for the future, and is now being taken forward by Dr. Peter Fankhauser as CEO. The Business Transformation includes a number of initiatives and programmes which are designed to consolidate and improve upon the progress we have made to drive profitable growth and improve our cash and working capital position. The Business Transformation focuses on (i) building a more effective organisation, (ii) reducing costs and improving our cash position, principally through the Improvement Initiatives and (iii) the implementation of the Group Profitable Growth Strategy.

24 Building a more effective organisation A number of initiatives are underway with the aim of reshaping our organisation and increasing our effectiveness. These initiatives are focused on strengthening our management team through significant external recruitment to ensure that the business is staffed by highly qualified employees, improving our organisational structure and culture in order to streamline decision-making processes, leverage our scale more effectively and achieve the EBIT improvements which are targeted as part of the Business Transformation, and applying objective and performance-based criteria across our Group with the aim of providing clear performance targets aligned with the delivery of the Business Transformation.

Reducing costs and improving our cash position, principally through the Improvement Initiatives The Improvement Initiatives include a variety of initiatives which are intended to result in substantial reductions to our cost base and improved revenues and profitability, principally through the implementation of the UK Turnaround Plan and the Group Profit Improvement Programme. These aim to, for example, improve yield management, rationalise distribution arrangements, increase operational efficiencies, implement an integrated air travel strategy, which we have achieved by consolidating our airlines into the Group Airline Business, and streamline our organisational structure, products, services, infrastructure and technology. The Improvement Initiatives also aim to bring sustainable improvements to our working capital position through the implementation of the Cash Initiatives, which include a renewed focus on working capital processes (including with respect to the management of payables and receivables, inventory forecasting and the management of fuel stocks). We have, as the first part of the Improvement Initiatives (the “Wave 1 Transformation”), delivered £400 million of cumulative underlying EBIT improvements at a total one-off cash cost of £121 million as at 30 September 2014; and we are targeting a further £100 million of cumulative EBIT improvements (at an estimated one-off cash cost of £55 million) remain to be delivered by 2015. The accelerated delivery of our Wave 1 Transformation has delivered £400 million of cumulative underlying EBIT improvements, which is £40 million ahead of our previously announced target of more than £360 million by 30 September 2014. This has given us increased confidence of delivering benefits of at least £500 million by 30 September 2015, which represents a £40 million increase on our previously announced target. In the year ended 30 September 2014, management estimates that the Wave 1 Transformation contributed an additional £206 million of underlying EBIT improvements, taking the cumulative total to £400 million since 30 September 2012. Underlying gross margin for the year ended 30 September 2014 was 22.3 per cent., (compared to 22.1 per cent. for the year ended 30 September 2013) and, like-for-like underlying EBIT increased by £98 million to £323 million in the year ended 30 September 2014, as compared to the same period in 2013. We used all of the proceeds of business disposals to reduce net debt, which as at 30 September 2014 had decreased to £326 million, as compared to £421 million as at 30 September 2013. On 26 November 2014, we announced that we had achieved our underlying gross margin improvement target for 30 September 2015 one year early, supported by our Wave 1 Transformation, which has continued to exceed its targets. In the year ended 30 September 2014, we delivered further cost benefits of £206 million, of which £65 million benefited gross margin and £141 million reduced our overhead costs. The cumulative total of benefits of the Wave 1 Transformation amounted to £400 million as at 30 September 2014, which exceeded our target by £40 million. We have increased our target for the year ended 30 September 2015 by £40 million and aim to deliver a cumulative total of more than £500 million by this date. Of the £400 million of cumulative benefits as at 30 September 2014, £153 million has improved gross margin and £247 million has reduced the Group's overhead costs. Management believes that the second part of our UK Turnaround and Group Profit Improvement Programme (the “Wave 2 Transformation”) is progressing in line with expectations as we continue to develop and refine opportunities for further benefits. Our current estimate of the total potential benefits from the Wave 2 Transformation is £400 million. Risk weighted benefits identified currently total £180 million, which represents an increase of £30 million as compared to our previously announced target.

25 The table below summarises the following in relation to the Wave 1 Transformation: (i) the cumulative underlying EBIT improvements achieved, and implementation costs incurred, by the Group as at 30 September 2012, 2013 and 2014; and (ii) the targeted cumulative underlying EBIT improvements, and expected implementation costs, for the financial year ended 30 September 2015.

2012 2013 2014 2015

(Unaudited, based on management estimates)

UK Turnaround Plan 60 124 140 140 Group Profit Improvement Programme1 ...... — 70 260 360 – Integrated air travel strategy ...... — 27 100 134 – Organisational structure and footprint ...... — 30 91 111 – Streamlining of product, infrastructure and technology1 — 13 69 115 Total targeted EBIT improvements1, 2 ...... 60 194 400 500 Expected implementation costs1, 3 ......

– Income statement ...... 36 47 30 11 – Cash flow (operating expenditure) ...... 30 29 33 24 – Cash flow (capital expenditure) ...... — 8 21 31

(1) The information included above is derived from management estimates, is not part of our consolidated financial statements or financial accounting records and has not been audited or otherwise reviewed by outside auditors, consultants or experts. Certain estimates and targets in the table above are forward-looking and actual results and market developments may differ materially from those described above. See “Forward looking Statements” and “Risk Factors” herein for a description of factors that may cause such estimates or targets not to materialise. (2) Cumulative underlying EBIT improvement twelve-month run-rate. (3) Expected implementation costs are one-off costs. In November 2013, we announced the Wave 2 Transformation. The Wave 2 Transformation aims to improve the profitability of the sales of our hotels and flights through reduced input costs, enhanced margins and improved margin per customer on ancillary products. Reduced input costs on hotels are expected to be achieved through improved contracting practices, adapted from other successful industries. For example, we are establishing market price monitors in our largest destinations that are validated with local price checks, and we are targeting many of our contracting staff to outperform the local indexes to improve margins. We are also pooling our flight purchasing to optimise airline seat negotiations. As we focus on distribution efficiencies, our product range will be available on a single inventory management system for use across all markets. We are also focusing on improving price and yield management through improved web analytics, distribution of risk capacity across multiple source markets and the optimisation of real-time online pricing. In order to increase margin per customer on ancillaries, we aim to replicate across the Group the practice of our Northern Europe segment, which already generates significant margins in this area by pursuing a pro-active contacting strategy from the time that the initial booking is made through to the return of the customer from the holiday. We are also continuing to roll out our omni-channel strategy and, assuming that our customers continue to migrate to digital channels, we expect our cost of sales and service per holiday to reduce significantly in the future. We have set a target for the Wave 2 Transformation of £400 million in underlying EBIT improvements by 30 September 2018 (at an estimated one-off cash cost of £145 million over the four year period to 30 September 2018). In the context of the Wave 2 Transformation, we have so far identified an initial proportion of benefits, which we have fully risk-weighted, of £180 million, with potentially more to come. We anticipate that the Wave 2 Transformation will not only support further improvements in underlying EBIT but also enable continuing investment in new product development over the long term.

The implementation of the Profitable Growth Strategy Our strategy, announced on 13 March 2013, is to deliver profitable growth by seeking to provide trusted, personalised holiday experiences through a “high-tech”, “high-touch” approach. The Profitable Growth Strategy involves the following five major pillars: (i) growing profitably through our trusted product portfolio; (ii) the Voyager Android and omni-channel vision; (iii) optimising costs and cash through the Thomas Cook Business System; (iv) owning and taking risk in the right assets; and (v) repositioning our organisation, culture and capabilities. For additional information on each of the five pillars of our Profitable Growth Strategy, see “—Our Strategy”. Implementation of the Profitable Growth Strategy is expected to be phased over the next six years to balance the desire for rapid improvements where possible against necessary lead times for major infrastructure projects (for example, in relation to concept hotels) and the level of investment required.

26 Our Structure and Business Model Our operating structure currently comprises four segments which are principally organised according to the location of the customers' origin, reflecting our key source markets. These are: • UK: consisting of operations in the United Kingdom and Ireland (together with the Group's operations in India and Egypt, prior to their disposal in August 2012 and October 2013, respectively, which were previously included in this segment for reporting purposes). For the year ended 30 September 2014, our UK business generated 29 per cent. of our revenue; • Continental Europe: consisting of operations in Germany, Austria, Switzerland, the Netherlands, Belgium, France, Poland, Hungary, the Czech Republic and the CIS. For the year ended 30 September 2014, our Continental Europe business generated 46 per cent. of our revenue; • Northern Europe: consisting of operations in Sweden, Norway, Denmark and Finland. For the year ended 30 September 2014, our Northern European business generated 13 per cent. of our revenue; and • Airlines Germany: consisting of the Condor Group. For the year ended 30 September 2014 our Airlines Germany business generated 11 per cent. of our revenue. We operate different business models for tour operations within each of our markets, depending on the degree of integration among our airline, tour operators and distribution channels. In the UK, Northern Europe and Belgium, our business model is that of a vertically integrated tour operator, based on the use of our own airline, and controlled distribution of products through our retail outlets, websites and call centres. In Germany, however, a significant portion of air capacity requirements are sourced on an arm's length basis, from our airline and the majority of travel products and services are distributed through third party travel agents. In source markets where we do not operate our own airline, all air capacity requirements are sourced from third parties, and there is generally a lower level of controlled distribution than in vertically integrated markets. On 5 February 2013, we announced our intention to integrate operations of our UK, Belgian, German and Scandinavian airlines, and to bring them under the control of a single management team with the aim of generating operational savings, and improving revenues and customer service. As a result of this integration, we have managed the UK, Belgian, German and Scandinavian airlines as the Group Airline Business since 1 October 2013, although financial reporting continues to reflect the operating structure set out above.

Our Formal Divestiture Programme As part of our formal divestiture programme, we undertook to divest certain of our non-core operations. We made disposals to focus on our core businesses and have applied the proceeds of the disposals to reduce our indebtedness. This disposals strategy has improved our business mix and enabled us to focus more on our core assets that we believe will deliver sustained profitable growth. All proceeds from asset disposals have been applied to debt reduction. On 20 March 2013, we announced that we had agreed to sell our North American business to Red Label for a consideration of C$5.3 million. The sale was completed on 1 May 2013, as a result of which our operating structure has been reduced from five operating segments to four operating segments, namely the UK, Continental Europe, Northern Europe and Airlines Germany businesses. On 7 October 2013, we announced that we had sold 100 per cent. of Thomas Cook Egypt and Thomas Cook Lebanon to Yusuf Bin Ahmed Kanoo (Holdings) Co WLL of Bahrain for a consideration of £6.5 million. The sale was completed on 4 October 2013.

On 18 November 2013, we announced that we had sold our UK corporate foreign exchange business, Thomas Cook CFX Limited, to Moneycorp, for a consideration of £4.5 million. The sale was completed on 18 November 2013. On 19 November 2013, we announced that we had agreed to sell 91.5 per cent. of our shareholding and loan note interests in The Airline Group Limited for a consideration of £38.0 million. The sale was completed on 20 March 2014. On 25 November 2013, we announced that we had agreed to sell Neilson Active Holidays Limited to Risk Capital Partners for a consideration of £9.2 million. The sale was completed on 10 December 2013. On 11 December 2013, we announced that we had completed the sale of our ancillary travel products business, Essential Travel, to the Holiday Extras Group for a consideration of £2.1 million. On 6 February 2014, we announced that we had completed the sale of our luxury travel tour operator, Elegant Resorts, to Al Tayyar, a travel group based in Saudi Arabia, for a consideration of £14.3 million.

27 On 11 February 2014, we announced that we had agreed to sell Gold Medal, a distributor of long-haul flights, to dnata, a Dubai-based travel company that is part of the Emirates Group, for a consideration of £45.0 million. The sale was completed on 27 February 2014. On 27 May 2014, we announced that we had agreed to sell our UK corporate travel business, Cooperative Travel Management, to Mawasem Travel & Tourism Limited for a consideration of £13.5 million. The sale was completed on 24 June 2014. On 10 September 2014, we announced that we had completed the sale of Intourist Egypt to Essam Michel for nil consideration. Our formal divestiture programme came to an end in June 2014, having generated gross proceeds of £138.5 million from 15 disposals in 15 months, thus meeting the Board's target of £100.0 million to £150.0 million, more than 15 months ahead of schedule. From time to time, however, we do and will continue to consider the sale, restructuring and/or reorganisation of certain of our businesses and assets, particularly when approached by third parties or where opportunities to streamline our business and improve our financial condition arise.

Our Strengths

Brand strength and leading market positions in key source markets The Thomas Cook brand is one of the leading brands in the leisure travel market. Founded in 1841 and building on a 173-year history in the travel business, the heritage and international recognition of the Thomas Cook brand have helped our Group in the recent past through challenging economic conditions and positioned us well to benefit from strong industry fundamentals and from our Business Transformation that is underway. For example, following a period of negative publicity relating to our financial position in 2011 and 2012, we have returned to our position as one of the leading travel brands in the United Kingdom. We consider that our strong brand recognition in the travel market provides us with a solid platform to develop further our online distribution channel, and is a key driver of consumer interest in our products and services, visits to our stores and websites and, ultimately, revenues. We served more than 19.7 million customers and achieved revenues of £8.6 billion during the year ended 30 September 2014, which further demonstrates our leading position among consumers of leisure travel services. The Thomas Cook brand serves as a strong umbrella brand for the Group and is complemented by a range of well-known regional brands, including: Neckermann and Condor in Germany, Belgium, the Netherlands and, with respect to Neckermann only, Poland; Jet tours in France; and Ving, Spies and Tjäreborg in Northern Europe. Through the strength of our brands, the quality of our product and service offering and our continued investment in marketing activities, we have established ourselves as one of the leading tour operators, with a number one or two position (measured by revenues) among traditional package tour operators in our most significant source markets, resulting in a high level of interest in our products and services through our distribution channels. We also believe that we benefit from consumers' propensity to favour trusted providers of travel services with leading market positions.

As part of the Business Transformation, we have simplified our brand label portfolio, reducing the number of brands from 85 to 30 and unified them under the `Sunny Heart' symbol in order to leverage our brand strength further. The `Sunny Heart' brand identity links our tour operations, Group Airline Business and concept hotel products.

We operate in an industry with favourable growth fundamentals The international travel market is a large and growing market. During the period from 2000 to 2014, global travel market volume, measured by the number of international tourist arrivals, has increased at a compound annual growth rate of 3.4 per cent., while travel-related spending has increased at a compound annual growth rate of 7.5 per cent. during the period from 2000 to 2014. In 2013, £97 billion was spent in our most significant source markets in the travel intermediaries segment, comprising travel agents and tour operators. Although the international travel market has historically been subject to exceptional external shocks, it has nevertheless grown (by volume) in 16 out of the last 18 years. The market in which we operate has shown resilience to economic downturns, including through the financial crisis between 2007 and 2012, during which time the market still achieved a compound annual growth rate of 2.6 per cent. (by volume). This resilience has been reflected in our operational results as a whole and, although a number of our businesses significantly underperformed during this period (further details of which are set out in “Overview of Business Performance and Operating and Financial Review”), the Group as a whole delivered a revenue increase from £7.9 billion in the year ended 30 September 2007 to £8.6 billion in the same period in 2014 (a compound annual growth rate of 1.2 per cent.) and maintained gross margins of 22 to 24 per cent.

28 It is estimated that outbound tourism in Europe will continue to grow (by volume) at a compound annual growth rate of 2.3 per cent. between 2010 and 2030. We expect to benefit from this long-term trend, as the number of passengers and amount of travel spend continues to grow over the long term.

Track record of successful product development and deployment We have a history of successful product development and launch, including developing products such as the SunConnect, Sunwing, Sunprime, Smartline and Sentido concept hotels, which aim to deliver a consistent, high-quality, branded hotel experience to our customers. This track record is supported by a structured approach to the development and deployment of new products, using senior management insight, the accumulated institutional knowledge of the Group and research into the competitive dynamics of, and trends within, the leisure travel industry. We intend to leverage this track record in order to drive profitable growth, including: • the planned expansion of our successful concept hotels (in both existing and potentially new destination markets), which have, in comparison with our other products, generated significantly greater margins, engendered higher levels of customer loyalty and increased early booking rates; and • the development of new, flexible products and services, which are closely tied to customer demands and preferences.

Diversified operations and distribution channels Our activities are diversified geographically and by product, which is expected to mitigate the effect of any downturn in particular markets or segments. Further, we operate a diversified sales and distribution platform in order to improve customer contact and conversion. • Geographical diversification. We sell our products and services in 15 source markets across the UK, Continental Europe (including the Condor Group) and Northern Europe (representing 29 per cent., 57 per cent. and 13 per cent. of our revenues for the year ended 30 September 2014, respectively). On 1 May 2013, we completed the sale of our North American business, which represented three per cent. of our revenues for the year ended 30 September 2012. On 4 October 2013, we completed the sale of our Egyptian and Lebanese businesses, which represented less than one per cent. of our revenues for the year ended 30 September 2013. • Product diversification. We offer a wide product range and choice of destinations and continue to broaden our offerings in this respect. Products include traditional pre-packaged holidays and independent travel products, which include dynamically-packaged holidays and individual holiday components. The products offered by the Group include holidays to a wide variety of destinations, thereby enabling us to meet customer demands and preferences while mitigating the effect of factors which may negatively affect demand for travel to certain regions, such as the political and civil instability in certain MENA destinations. We also intend to introduce or expand our product offerings to limit the impact of seasonality, for example through the proposed expansion of our winter sun and city break offerings. • Omni-channel distribution. We benefit from an omni-channel distribution system for our products, which includes retail stores, websites and call centres, as well as third-party travel agents. Access to such a wide variety of distribution channels enables us to maximise customer reach and provides choice to our customers, thereby facilitating the customer booking process. The Profitable Growth Strategy aims to build on this strength through the development of a single customer gateway which will enable the delivery of a consistent, personalised customer 29 experience with access to a full range of products, services and personal recommendations across all distribution channels. In support of this objective, a key priority of the Group is to become the leading online tour operator, with an online platform that hosts a broad range of products and services. Our strategy to become the leading online tour operator also presents an opportunity to reduce our costs. For example, a shift of between 600,000 to 1.1 million customers from the retail channel to the online channel in the UK, which would represent an additional 15 per cent. to 25 per cent. share for online distribution, would reduce our costs, according to our estimates, by between £32 million and £53 million per year.

Economies of scale We are one of the world's leading leisure travel companies, serving more than 19.7 million customers in the year ended 30 September 2014 and generating revenues of £8.6 billion. We also generated gross margins of between 22 and 24 per cent. in each of the last five years. This scale enables us to generate significant savings in our procurement of key travel products and other goods and services, and provides the scope for us to generate significant operating profits through a firm focus on reducing costs and maintaining an efficient overhead structure. For example, as part of the Group Profit Improvement Programme, we are in the process of implementing and refining a Group-wide approach to purchasing hotel capacity. This new approach, which has been successfully piloted, has been rolled out in our Continental Europe business and allows the Group to pool requirements and leverage our scale to obtain better terms (particularly as to pricing). Similar initiatives are being pursued in other areas of our operations, such as marketing, where we have consolidated our purchasing activities and distribution in the UK and are now rolling out the approach across Continental Europe. In addition, the creation of the Group Airline Business has led to improved revenues and operational savings. Savings have arisen from, among other things, reductions in complexity (for example, through the utilisation of shared IT applications and back-office functions), co-ordinated planning and scheduling, improved utilisation of capacity, consolidated purchasing and reductions in aircraft maintenance, fuel and ground handling costs. Revenue improvements have resulted from, in particular, greater code-sharing with other airlines and the development of new long-haul destinations.

Strength of management team Our senior management team has a proven track record of developing and successfully implementing profitable growth strategies. We brought in Harriet Green and Michael Healy in 2012 as CEO and CFO, respectively, bringing with them a successful track record of managing multinational corporations and implementing corporate turnarounds. In November 2014, we appointed Dr. Peter Fankhauser, most recently our Chief Operating Officer, as CEO to lead us through the next phase of the Business Transformation. Dr. Fankhauser has over 20 years of experience in the travel industry. Christoph Debus, our Chief Airlines and Hotels Officer, also has significant industry experience with over 15 years of experience in the aviation industry (having previously been the COO of Air Berlin). The Board believes that the Group's senior management has the skills and experience to continue to implement the Business Transformation successfully.

Our Strategy

30 Any such expansion of our business would be undertaken with strategic partners, without any significant investment expected to be required on our part. We utilise a number of operating models, primarily franchises, to deliver this concept hotel offering. For the summer 2014 season, we had 137 concept hotels in operation, of which 3 were owned, 6 on operating lease and 128 were franchises. In an attempt to accelerate the rollout of our concept hotels and consolidate our operating model with respect thereto, we are evaluating potential opportunities to partner with strategic investors, whereby they would possibly acquire hotel assets, and we would enter into agreements to license to them our concept hotel brands, manage these hotels and also enter into allotment contracts with our tour operator businesses, thereby securing room capacity (primarily on an exclusive basis) and being able to transact with one professional owner of multiple hotels who has the capability to invest in hotel refurbishments. We are also expanding the number of hotels we partner with. We partner with leading global hoteliers and strong local chains, such as Meliá. These hotels are selected for their track record of quality and customer-valued features such as family-friendly hotels or hotels aimed at over 60s or themed hotels such as “wellness” hotels. Selected hotels from our partners are exclusively available to Thomas Cook. Over time, all partnership hotels will be available exclusively to our customers. Since the end of 2013, we have increased the number of concept and partnership hotels from 309 to 475. By 2017, we aim to have grown the number of concept hotels to 250 and the number of partnership hotels to 550, taking the total number of exclusive hotels to 800, serving 3.8 million customers annually. In addition to driving differentiated product growth, we are targeting increasing demand for more flexible trips with dynamic packaging. In Northern Europe, we have seen a 55 per cent. increase in bookings since launching in January 2014 as compared to 2013 without any reduction in demand for our other products in that region. We believe that dynamic packaging will also increase our Group-wide profitability as we offer it in a cost-efficient way using our high quality long tail portfolio and Hotels4U platform. We believe that it will also help to increase component sales. We can minimise input costs through our ability to source long tail products without commitments and to package them flexibly. By using our significant scale and digital capability, we can optimise the inventory to offer competitively priced, low-cost product more profitably. We are also growing our portfolio of city breaks, which are flexibly packaged holidays in city locations. We expect that city breaks, together with winter sun holidays, will help to reduce the impact of seasonality on our cash flows. Specifically, we have added 50 new winter hotels in for the 2014-2015 winter season and introduced new destinations, such as Cape Verde. We have already seen early signs of improved bookings for this period and are currently evaluating additional growth opportunities in destinations such as Turkey and the Canary Islands.

Delivering the Voyager Android and omni-channel strategy Our “Voyager Android” strategy is our response to changing customer needs by providing digital functionality across every customer touch point or channel (web or mobile devices, in store, contact centres or in-destination). We are repositioning the Group from a retail-based travel company to an omni-channel digital company, embedding a digital approach across our organisation. Our aim is to become a leading technology innovator, leading the industry in both online and in retail. This transformation will be supported by investments in leading technology infrastructure, building on the substantial consolidation and simplification of our IT infrastructure that we have already achieved. One significant current trend is a major shift in customers' channel preferences, specifically the move within the online environment from desktop to mobile devices. In the past year, an increasing number of our own customers have booked their holidays on a tablet or on their mobile phones whereas the percentage online bookings via desktops, albeit still high, has declined as a percentage of online bookings. We have focused on the German market by launching a three month omni-channel marketing campaign, which has resulted in an 80 per cent. increase in bookings from our German website, Thomascook.de. Since launching our new UK website in May 2014, bookings on desktop computers, tablets and mobile phones increased by 11 per cent., 61 per cent. and 212 per cent. respectively in the year ended 30 September 2014, as compared to the same period in 2013. Mobile phone conversion rates also increased 38 per cent. during the same period. This reflects changing customer preferences. This enhances our competitiveness through superior mobile delivery of our products and ensures our ongoing relevance to a new generation of customers in the travel market. These improvements are also reflected in our web penetration results, from 34 per cent. as of 30 September 2012 to 38 per cent. as of 30 September 2014 as we progress towards our aspirational target of 50 per cent. over time. Conversion rates in the UK increased during the same period by 22 per cent. Our new website in the UK, the online platform, OneWeb, is contributing to this, as are substantial improvements to the content we provide on the web, including adding videos of resorts and additional information about the

31 hotels and surrounding areas. OneWeb consolidates several different legacy systems into a single platform, simplifying our technical architecture, and improving the provision of a fully responsive digital offering on desktop, tablet and mobile devices. Web penetration has also increased in our Northern Europe segment from 71 per cent. as of 30 September 2013 to 73 per cent. as of 30 September 2014. We expect web penetration to improve further as we roll out our new website to our Continental European markets over the next year. We expect this digital transformation to not only benefit customers through an enhanced online experience, but also to improve the profitability of our business. The cost to serve our customers via the web is approximately £50 per passenger lower than doing so in-store. As we steadily migrate our customers online, we also expect to reduce the number of contact centres and stores we have, with associated cost benefits. We are not only consolidating the number of stores we operate but have also repurposed many stores to serve as our `digital frontline' for customers. This includes developments such as `Wish List', where a customer enters a store, researches holidays with the help of a consultant who then emails a selection of hotels to the customers so that they can discuss it and book it whenever they wish. We have also introduced iPads in our concept stores, thereby removing the need for brochures. We are enhancing and differentiating our service to improve customer service and customer satisfaction and set ourselves apart from online tour operators. We are embedding new ways of working through our Group Destination Management Academy and drawing on pockets of excellence that exist today, for example in the Nordics region.

Optimising costs and cash through the Thomas Cook Business System Our approach to removing costs and improving our cash flow and working capital is underpinned by the Thomas Cook Business System. The Thomas Cook Business System, launched in 2013, has established a disciplined operating model designed to enable us to implement the Improvement Initiatives within our Group. By adopting these best practices and becoming a more professional organisation, we have been able to significantly accelerate and increase our delivery of cost reduction and profit improvement benefits, under our Wave 1 Transformation cost reduction targets. Part of the foregoing initiatives include the extension, in September 2014, of indirect supplier payment terms from 60 to 90 days along with the introduction of certain invoicing requirements, all intended to streamline our business by essentially putting all suppliers on the same terms. The Thomas Cook Business System is also a key platform for enabling our Wave 2 Transformation. Our Wave 2 Transformation is targetting £400 million of underlying EBIT improvements by 30 September 2018 (at an estimated one-off cost of £145 million). Key drivers include improving our hotel and airline yield management, integrating our IT, HR and finance functions, digitising our business and optimising the delivery channels through which we operate.

Owning and taking risk in the right assets and capacity We are realigning our business strategy from taking capacity risk in undifferentiated airline and hotel capacity to focusing risk on differentiated products with higher margins. Since 2012, we have `de-risked' our product offering, specifically in the UK, by divesting non-core businesses and exiting low quality, unprofitable commodity products. At the same time, we have been investing in and expanding our higher return, exclusive, core product offering (concept and partnership hotels) where we are better rewarded for taking capacity risk. We are focused on managing our airline as efficiently as possible. With 91 aircraft as of the date of this Offering Memorandum, we are the eleventh largest airline in Europe by fleet size. We are renewing our fleet by replacing older aircraft with 25 brand new A321 aircraft between summer 2013 and summer 2016 and we are also investing around £100 million in refurbishing and reconfiguring our fleet. As a result, by summer 2016, 93 per cent. of our airline fleet will be either new or refurbished. This gives us a very efficient and modern high quality airline, which supports our own tour operator business with fully competitive, market-based seat rates. We also have a successful, stand alone and profitable seat-only business. We are promoting ancillary sales, such as meal concepts on short/medium haul flights, upgrade offers and pre-order duty free shopping, which allow us to substantially enhance and diversify our airline revenues. In recent years, there has been a significant increase in airline capacity, specifically in low cost carriers, which has led to very competitive pricing. We are able to benefit from this as we already procure more than 45 per cent. of our air travel capacity from third party airlines. By integrating our four airlines into our Group Airline Business we are able to better manage our capacity throughout the season and we continue to drive operational improvements and synergy benefits, which we expect to total approximately £134 million in underlying EBIT improvements by 2015.

32 Repositioning our organisation, culture and capabilities Our vision is to have a high-performance culture focused on successful delivery of our strategy. We continue to build a more effective organisation by strengthening our management team, both through external recruitment as well as internal promotion, realigning our executive committee and breaking down regional silos. We have improved staff engagement and we are building a culture and organisation that firmly places the customer at the heart of everything we do. We encourage this behaviour by requiring that all leaders experience a Thomas Cook holiday and provide feedback on their experience and by leaders spending five days a year with frontline employees (by adopting a store, for example). We recognise performance with our “From the Heart” recognition scheme as well as CEO customer service awards for those individuals or teams who truly make a difference. Since 2012, when our business faced major organisational, cultural and capability changes, we have substantially transformed our leadership team by promoting existing talent and also attracting new talent from outside. For example, in 2014 we strengthened our quality assurance function with the addition of 50 people transferred from within the Group. Of our 40 person senior digital team, many have joined from leading digital organisations, companies and divisions. We have also strengthened our marketing team by appointing a new Group Chief Marketing Officer in 2014, who is overseeing the development of the Group's online and offline marketing programmes and who brings a wide range of experience to help enhance Thomas Cook's strong market position and brand.

Recent Developments

Booking and sales volumes Overall, our tour operator bookings for the summer 2014 season were in line with last year and average selling prices were approximately one per cent. lower, while Airlines Germany's performance was negatively impacted by over-capacity in the short-haul flight market, which resulted in average prices being four per cent. lower in summer 2014, as compared to the same period in 2013, which was offset by a three per cent. increase in passenger volume. Our summer 2014 programme finished on 31 October 2014, with cumulative bookings in line with capacity changes for all markets. On 26 November 2014, we announced that overall tour operator bookings for winter 2014/2015 were 1 per cent. lower than at the same time in 2014, and while prices remain in line with winter 2013/2014, competitive market conditions have led to a continuation of the margin pressures that were evident later in the summer 2014 season. UK bookings had increased significantly, with volumes approximately 5 per cent. higher than at the same time in 2014, against an increase in risk capacity of approximately 10 per cent. as we have expanded our winter sun offerings to new destinations. Average selling prices have increased by approximately one per cent. As several of our winter sun destinations have recently been introduced, pricing and margins also reflect a degree of promotional pricing until those routes are better established in the market. Bookings and average prices in Central Europe were approximately 5 per cent. lower than last year, while prices were in line with last year. We have reduced committed capacity by 9 per cent., which reflects a shift to more flexible dynamically packaged products. We have taken this step in order to reduce risk against a backdrop of weaker consumer demand in Germany. Bookings in France are approximately 15 per cent. lower and prices approximately 3 per cent. higher than last year, which is consistent with our strategy of reducing the scale of our business in France to focus on more profitable business lines. Bookings in eastern and western European countries were approximately 4 per cent. lower than at the same time in 2014 as a result of a planned capacity reduction of approximately 15 per cent., while prices were 1 per cent. lower than 2014. Bookings in Northern Europe were approximately 2 per cent. lower than at the same time in 2014, which is broadly in line with our capacity commitments, while prices are approximately 2 per cent. higher than last year. Bookings in our Airlines Germany segment have increased by approximately 10 per cent., as compared to the same time last year. Our long-haul business is performing well, while certain short- and medium- haul routes continue to experience over-capacity, which has resulted in average sales prices remaining stable. Trading performance for winter 2014/2015 since 26 November 2014 has not been materially different from that disclosed above.

33 Outlook In the two years since the start of the Business Transformation, like-for-like underlying EBIT increased by £103 million, or 64 per cent. in the financial year ended 30 September 2013, as compared to the same period in 2012, and £98 million, or 43 per cent., in the financial year ended 30 September 2014, as compared to the same period in 2013. Management believes that, due to a tougher trading environment in our source markets, our outlook for growth in the financial year ended 30 September 2015 will be more measured and, accordingly, management expect the business to deliver further growth in year ending 30 September 2015 at a more moderate pace. We nevertheless expect to improve further our net debt position, to between £100 million and £150 million by the end of the financial year ending 30 September 2015. The above forward-looking statements under this section “Outlook” are based on estimates and assumptions that are subject to inherent uncertainties and subject to change. See “Forward-Looking Statements” and “Risk Factors” for a more complete discussion of certain of the factors that could affect our future performance and results of operation.

CORPORATE STRUCTURE The following chart shows a simplified summary of our corporate and financing structure as of 30 September 2014 pro forma for the issue of the Notes and the use of proceeds therefrom. The chart does not include all of our subsidiaries, nor all of the debt obligations thereof.

£300 million €400 million 2017 Senior 2015 Senior Notes(1) Notes(2)

Thomas Cook Group plc(3)

Thomas Cook Thomas Cook Certain Non- Group Certain other Finance plc(4) Guarantors Guarantors(5) Treasury Limited

£500 million €400 million €525 million (6) Facilities Agreement Notes offered 2020 Senior hereby(7) Notes

Guarantors(8)

Non-Guarantors

(1) Refers to the £300 million aggregate principal amount of 2017 Senior Notes issued by Thomas Cook Group plc. The 2017 Senior Notes are senior debt of Thomas Cook Group plc, ranking pari passu in right of payment to all existing and future outstanding unsecured and subordinated obligations of Thomas Cook Group plc. See “Description of Certain Financing Arrangements—the 2015 Senior Notes and 2017 Senior Notes”.

(2) Refers to the €400 million aggregate principal amount of 2015 Senior Notes issued by Thomas Cook Group plc. The 2015 Senior Notes are senior debt of Thomas Cook Group plc, ranking pari passu in right of payment to all existing and future outstanding unsecured and subordinated obligations of Thomas Cook Group plc. See “Description of Certain Financing Arrangements—the 2015 Senior Notes and 2017 Senior Notes”.

(3) The Parent is a public limited company incorporated under the laws of England and Wales.

(4) The Issuer is a public limited company which was originally incorporated as a private limited liability company under the laws of England and Wales on 23 October 2007 and re-registered as a public limited company on 29 April 2013.

(5) The Notes will not be guaranteed by certain of the Parent's subsidiaries, including subsidiaries in the Northern Europe segment. As at 30 September 2014, the non-guarantor subsidiaries of the Parent had £39 million of financial indebtedness.

(6) Refers to £500 million in Facilities, comprising the Revolving Facility and Bonding Facilities. The issuance of the Notes, and the application of the proceeds thereof, will result in the cancellation of the £191 million Additional Facility under our Facilities Agreement. Pro forma for the issuance of the Notes, and the application of the proceeds thereof, the total commitments under the Facilities Agreement will be reduced to £500 million, comprising the £300 million Revolving Credit Facility and the £200 million Bonding Facilities. See “Description of Other Financing Arrangements—Facilities Agreement”.

(7) The Notes offered hereby will be senior obligations of the Issuer ranking pari passu in right of payment to any existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes. The net proceeds of the Notes will be used, in the sole discretion of the Company, to redeem any or all of the 2015 Senior Notes pursuant to a tender offer, to redeem any remaining 2015 Senior Notes at maturity or to purchase any or all of the 2015 Senior Notes on the secondary market and to enable the cancellation of the Additional Facility.

(8) Each Guarantee will be a senior obligation of such respective Guarantor and will rank pari passu in right of payment with all existing and future senior indebtedness of such respective Guarantor that is not subordinated in right of payment to its Guarantee. For the year ended 30 September 2014, the Guarantors, on an unconsolidated basis, represented 81% (£2,682 million), 97% (£480 million) and 75% (£6,464 million) of our consolidated total assets, underlying EBITDA and revenue, respectively. ‘Certain other Guarantors’ 35 refers to each of Thomas Cook UK Limited, Thomas Cook Airlines Limited, Thomas Cook Tour Operations Limited, TCCT Retail Limited, Thomas Cook Retail Limited, Condor Flugdienst, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin, Thomas Cook SAS, Thomas Cook Belgium NV, Thomas Cook Airlines Belgium NV, Thomas Cook Nederland BV, Thomas Cook Austria AG, Neckermann Polska Biuro Podro´z˙y sp. z.o.o., MyTravel Group Limited, Retail Travel Limited, Thomas Cook (CIS) AB, Tourmajor Limited, Thomas Cook Aircraft Engineering Limited, Thomas Cook Investments (1) Limited, Thomas Cook Continental Holdings Limited, Thomas Cook West Investments Limited, Thomas Cook Group UK Limited and TCGH Holdings Limited.

THE OFFERING The following is a brief summary of certain terms of this Offering. It may not contain all the information that is important to you. For additional information regarding the Notes and the Guarantees, see “Description of Notes”. Issuer Thomas Cook Finance plc, a public limited company under the laws of England and Wales (the “Issuer”). For the year ended 30 September 2014, the Issuer represented 0% (£100,000), 0% (£200,000) and 0% (£0) of our consolidated total assets, underlying EBITDA and revenue, respectively. Notes Offered €400 million aggregate principal amount of 6.75% senior guaranteed notes due 2021 (the “Notes”). Issue Date 21 January 2015. Issue Price 100% (plus accrued and unpaid interest from the Issue Date). Maturity Date 15 June 2021. Interest Rate and Payment Dates We will pay interest on the Notes on 15 June and 15 December, beginning 15 June at a rate of 6.75% per annum. Interest will accrue from the Issue Date of the Notes. Form of Denomination Each Global Note will have a minimum denomination of €100,000 and be in any integral multiple of €1,000 in excess thereof. Notes in denominations of less than €100,000 will not be available. Ranking of the Notes The Notes will be senior obligations of the Issuer and will: • rank pari passu in right of payment with all existing and future senior indebtedness of the Issuer that is not subordinated in right of payment to the Notes; • be effectively subordinated to all existing and future secured indebtedness of the Issuer, to the extent of the value of the assets securing such secured indebtedness; • rank senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes; and • be structurally subordinated to all existing and future Indebtedness of each non-Guarantor subsidiary of the Parent. Guarantors The Notes will, on the Issue Date, be guaranteed by Thomas Cook Group plc, Thomas Cook Group Treasury Limited, Thomas Cook UK Limited, Thomas Cook Airlines Limited, Thomas Cook Tour Operations Limited, TCCT Retail Limited, Thomas Cook Retail Limited, Condor Flugdienst, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin, Thomas Cook SAS, Thomas Cook Belgium NV, Thomas Cook Airlines Belgium NV, Thomas Cook Austria AG, Neckermann Polska Biuro Podróży sp. z.o.o., Thomas Cook Nederland BV, MyTravel Group Limited, Retail Travel Limited, Thomas Cook (CIS) AB, Tourmajor Limited, Thomas Cook Aircraft Engineering Limited, Close Number 30 Limited, Thomas Cook Continental Holdings Limited, Thomas Cook West Investments Limited, Thomas Cook Group UK Limited and TCGH Holdings Limited (collectively, the “Guarantors”). For the year ended 30 September 2014, the Guarantors, on an unconsolidated basis, represented 81% (£2,682 million), 97% (£480 million) and 75% (£6,464 million) of our consolidated total assets, underlying EBITDA and revenue, respectively.

Ranking of the Guarantees Each Guarantee will be a senior obligation of the respective Guarantor and will: • rank pari passu in right of payment with all existing and future senior indebtedness of such Guarantor that is not subordinated in right of payment to its Guarantee; • be effectively subordinated to all existing and future secured indebtedness of such Guarantor, to the extent of the value of the assets securing such secured indebtedness; • rank senior in right of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to its Guarantee; and • be structurally subordinated to all existing and future indebtedness of each non-Guarantor subsidiary of the Parent. As of 30 September 2014: • the Parent and its consolidated subsidiaries had £1,345.0 million of indebtedness; • the Parent and its consolidated subsidiaries had £257.0 million of secured indebtedness; and • the non-guarantor subsidiaries of the Parent had £39.0 million of financial indebtedness. Although the Indenture will contain limitations on the amount of additional indebtedness the Parent and its restricted subsidiaries will be allowed to incur, the amount of such additional indebtedness could be substantial. See “Risk Factors—Risks Relating to Our Indebtedness and the Notes—We may incur substantially more debt, which could exacerbate the risks to our financial condition described herein”. Use of Proceeds The net proceeds of the Offering, which are expected to amount to £308 million (based on an exchange rate of € 1.28 to £1.00), will be used, in the sole discretion of the Company, to redeem any or all of the 2015 Senior Notes pursuant to a tender offer, to redeem any remaining 2015 Senior Notes at maturity or to purchase any or all of the 2015 Senior Notes on the secondary market and to enable the cancellation of the Additional Facility. Additional Amounts Any payments made by the Issuer or any Guarantor with respect to the Notes or any Note Guarantee will be made without withholding or deduction for taxes in any relevant taxing jurisdiction, unless required by law. If the Issuer or a Guarantor is required by law to withhold or deduct for such taxes with respect to a payment to the holders of Notes, the Issuer or the Guarantor (as the case may be) will pay the additional amounts necessary so that the net amount received by the holders of Notes after the withholding or deduction is not less than the amount that they would have received in the absence of the withholding or deduction, subject to certain exceptions. See “Description of Notes—Additional Amounts”. Optional Redemption for Tax Reasons In the event of certain developments affecting taxation, the Issuer may redeem the Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption. See “Description of Notes—Optional Redemption for Changes in Withholding Taxes”.

Optional Redemption At any time prior to 15 January 2018, the Issuer may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of the Notes thereof plus the Applicable Premium set forth in this Offering Memorandum, plus accrued and unpaid interest, if any (subject to the rights of holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date). See “Description of Notes—Optional Redemption”. In addition, prior to 15 January 2018, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the proceeds from specified equity offerings at a redemption price equal to 106.750% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, provided that at least 65% of the aggregate principal amount of the Notes remain outstanding after the redemption. See “Description of Notes—Optional Redemption”. On or after 15 January 2018, the Issuer may redeem all or a portion of the Notes at the redemption prices set forth in this Offering Memorandum under the caption “Description of Notes—Optional Redemption”. Change of Control Upon the occurrence of certain change of control events, the Issuer will be required to offer to repurchase the Notes at a purchase price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to the date of the purchase. See “Description of Notes—Repurchase at the Option of Holders—Change of Control”. Certain Covenants The Indenture will limit, among other things, our ability to: • incur additional indebtedness; • pay dividends on, redeem or repurchase our capital stock; • make certain restricted payments and investments; • create or permit to exist certain liens; • impose restrictions on the ability of subsidiaries to pay dividends or other payments to the Parent; • transfer or sell assets; • merge or consolidate with other entities; and • enter into transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of Notes—Certain Covenants”. Transfer Restrictions The Notes and the Guarantees have not been registered under the U.S. Securities Act or the securities laws of any other jurisdiction and will not be so registered. The Notes are subject to restrictions on transferability and resale. See “Notice to Investors”. Holders of the Notes will not have the benefit of any exchange or registration rights. No Prior Market The Notes will be new securities for which there is no market. Although the Initial Purchasers have informed the Issuer that they intend to make a market in the Notes, they are not obligated to do so and they may discontinue market-making at any time without notice. Accordingly, the Issuer cannot assure you that an active trading market for the Notes will develop or be maintained.

Listing Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. There is no assurance that the Notes will be listed on the Official List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market thereof. Governing Law for the Notes, the Guarantees and the Indenture

New York law. Trustee Wilmington Trust, National Association. Transfer Agent and Principal Paying Agent Citibank, N.A., London Branch. Registrar Citigroup Global Markets Deutschland AG. Listing Agent Arthur Cox Listing Services.

RISK FACTORS Investing in the Notes involves substantial risks. Please see the “Risk Factors” section and the documents incorporated by reference herein for a description of certain of the risks you should carefully consider before investing in the Notes.

SUMMARY FINANCIAL AND OTHER DATA The following tables present summary consolidated financial data for Thomas Cook as of and for each of the years ended 30 September 2012, 2013 and 2014, as well as certain pro forma financial data. The summary financial data as of and for the years ended 30 September 2012, 2013 and 2014 have been derived from our audited consolidated financial statements which are incorporated by reference herein. Our audited consolidated financial statements have been prepared in accordance with IFRS. The following tables should be read in conjunction with “Capitalisation”, “Use of Proceeds”, “Overview of Business Performance and Operating and Financial Review”, “Selected Consolidated Financial and Other Information”, our financial statements and related notes incorporated by reference herein.

Summary Thomas Cook Consolidated Financial Data

Consolidated Statement of Group Income

Financial year ended 30 September

2012(3) 2013(4) 2012 (restated and unaudited) 2013 (restated and unaudited) 2014

Separ Separ Separ Separ Separ ately ately ately ately ately Under disclo Under disclo Under disclo Under disclo Under disclo lying sed lying sed lying sed lying sed lying sed result items( result items( result items( result items( Tot result items( Tot s(1) 2) Total s(1) 2) Total s(1) 2) Total s(1) 2) al s 4) al

(£ in millions)

9,491. 9,49 9,195. 9,19 9,314. 9,31 9,3 8,5 Revenue ...... 2 — 1.2 0 — 5.0 5 — 4.5 9,315 — 15 8,588 — 88 Cost of providing (7,421 (7,41 (7,169 (7,16 (7,255 (7,29 (7,256 (7,2 (6,672 (6,7 tourism services ...... 5) 5.6 5.9) .2) 5.6 3.6) .7) (38.5) 4.2) ) (39) 95) ) (48) 20) 2,069. 2,07 2,025. 2,03 2,058. 2,02 2,0 1,8 Gross profit ...... 7 5.6 5.3 8 5.6 1.4 8 (38.5) 0.3 2,059 (39) 20 1,916 (48) 68 Personnel (1,108 (1,15 (1,067 (1,10 (1,035 (1,07 (1,036 (1,0 (93 expenses ...... 6) (42.6) 1.2) .6) (39.5) 7.1) .7) (40.2) 5.9) ) (40) 76) (913) (26) 9) Depreciation and (159.6 (171. (155.6 (167. (161.7 (171. (17 (17 amortisation ...... ) (12.3) 9) ) (12.3) 9) ) (10.0) 7) (162) (10) 2) (173) — 3) Net operating (645.4 (115.9 (761. (625.6 (101.4 (727. (598.3 (122.4 (720. (72 (63 expenses ...... ) ) 3) ) ) 0) ) ) 7) (598) (122) 0) (507) (126) 3) Profit/(loss) on disposal of assets ...... — 17.9 17.9 — 19.1 19.1 — (8.0) (8.0) — (8) (8) — (19) (19) Impairment of goodwill and amortisation of business combination (328.1 (328. (218.6 (218. (31.0 intangibles ...... — ) 1) — ) 6) — (31.0) ) — (31) (31) — (50) (50) (Loss)/profit from (475.4 (319. (347.1 (170. (250.1 operations ...... 156.1 ) 3) 177.0 ) 1) 263.1 ) 13.0 263 (250) 13 323 (269) 54 Share of results of associates and joint venture ...... 2.1 — 2.1 2.1 — 2.1 0.7 — 0.7 1 — 1 2 — 2 (Loss)/profit on disposal of associates ...... — (0.9) (0.9) — (0.9) (0.9) — (0.4) (0.4) — — — — — — Net investment income/(loss) ...... 0.4 — 0.4 0.4 — 0.4 0.4 — 0.4 — — — — — — Finance income...... 48.6 — 48.6 6.7 41.4 48.1 6.4 41.2 47.6 6 — 6 10 — 10 (194.5 (216. (129.9 (216. (152.4 (219. (18 (18 Finance costs ...... ) (21.7) 2) ) (86.5) 4) ) (67.0) 4) (152) (31) 3) (153) (27) 0) (Loss)/profit (498.0 (485. (393.1 (336. (276.3 (158. (16 (11 before tax ...... 12.7 ) 3) 56.3 ) 8) 118.2 ) 1) 118 (281) 3) 182 (296) 4) (104. (104. (49.5 Tax ...... 8) 1) ) (50) (1) (Loss)/profit for the year from continuing (590. (440. (207. (21 (11 operations ...... 1) 9) 6) 3) 5) Discontinued operations (Loss)/profit for the year from discontinued (149. (149. operations ...... 2) 2) 0.3 (Loss)/profit for (590. (590. (207. the year ...... 1) 1) 3)

(1) Underlying profit/(loss) from operations is a non-IFRS metric. The Group defines underlying profit/(loss) from operations as profit or loss from operations, excluding separately disclosed items, the share of results of associates and joint ventures and net investment income. (2) Separately disclosed items include reorganisation and restructuring costs, costs associated with refinancing, impairment of intangible assets, amortisation of business combination intangibles, IAS39 fair value re-measurement, (loss)/profit on disposal of associates, exceptional items affecting finance costs and other exceptional items. (3) The results for the year ended 30 September 2013 have been calculated excluding the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The audited consolidated financial statements for the year ended 30 September 2012 were restated accordingly. (4) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly.

Consolidated Balance Sheet (at end of period)

As of 30 September

2012 2013 2014

(£ in millions)

Non-current assets

Intangible assets ...... 3,158.9 3,155 2,873 Property, plant and equipment:

– Aircraft and aircraft spares ...... 599.6 603 578 – Investment property ...... — — — – Other ...... 241.2 198 177 Investments in associates and joint venture ...... 14.2 14 14 Other investments ...... 11.4 1 1 Deferred tax assets ...... 204.7 168 195 Tax assets ...... 5.6 — 2 Trade and other receivables ...... 146.8 143 106 Derivative financial instruments ...... 0.2 — 19 4,382.6 4,282 3,965

Current assets

Inventories ...... 30.5 28 34 Tax assets ...... 50.1 6 3 Trade and other receivables ...... 944.1 785 705 Derivative financial instruments ...... 39.2 25 68 Cash and cash equivalents ...... 460.3 1,089 1,019 1,542.2 1,933 1,829

Non-current assets held for sale ...... — 70 — Total assets ...... 5,906.8 6,285 5,794 Current liabilities

Retirement benefit obligations ...... (6.8) (1) (1) Trade and other payables ...... (2,008.5) (1,995) (2,083) Borrowings ...... (37.8) (177) (449) Obligations under finance leases ...... (32.6) (43) (34) Tax liabilities ...... (90.4) (41) (15) Revenue received in advance ...... (1,094.1) (1,120) (999) Short-term provisions ...... (201.5) (247) (247) Derivative financial instruments ...... (68.4) (64) (66) (3,540.1) (3,688) (3,894)

Liabilities related to assets held for sale ...... — (17) — Non-current liabilities

Retirement benefit obligations ...... (324.0) (403) (447) Trade and other payables ...... (95.4) (97) (90) Long-term borrowings ...... (977.6) (1,114) (715) Obligations under finance leases ...... (200.6) (182) (147) Non-current tax liabilities ...... (1.0) (8) (21) Revenue received in advance ...... (2.5) — — Deferred tax liabilities ...... (89.7) (53) (49) Long-term provisions ...... (214.3) (172) (143) Derivative financial instruments ...... (3.7) (3) (3) (1,908.8) (2,032) (1,615)

Total liabilities ...... (5,448.9) (5,737) (5,509) Net assets ...... 457.9 548 285 Equity

Called-up share capital ...... 60.0 68 69 Share premium account...... 29.2 434 435 Merger reserve ...... 1,546.5 1,547 1,547 Hedging and translation reserves ...... 225.7 202 133 Capital redemption reserve ...... 8.5 9 8 Retained earnings deficit ...... (1,450.0) (1,721) (1,907) Investment in own shares ...... (13.4) (30) (38) Equity attributable to equity holders of the parent ...... 406.5 509 247 Non-controlling interests ...... 51.4 39 38 Total equity ...... 457.9 548 285

Consolidated Cash Flow Statement Data

Financial year ended 30 September

2013(1) (restated and unaudited 2012 2013 ) 2014

(£ in millions)

Net cash from operating activities ...... 151.9 341.1 339 335 Net cash used from/(used in) in investing activities ...... 52.7 (181.8) (182) (78) Net cash (used in)/from financing activities ...... (73.7) 475.6 476 (278) Net increase/(decrease) in cash and cash equivalents .... 130.9 634.9 633 (21)

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. As a result of this different basis of preparation, the data presented for the years ended 30 September 2014 and 30 September 2013 (restated) is not directly comparable to the data presented for the years ended 30 September 2013 and 30 September 2012.

Other Financial Data (unaudited)

Financial year ended 30 September

2013 (restated and unaudited 2012 ) 2014

(£ in millions)

Net interest expense(1) ...... (123.2) (146) (143) Net debt(2) ...... (788.3) (422) (326) Underlying EBITDA(3) ...... 332.6 425 496

(1) We define net interest expense as income from loans included in financial assets plus other interest and similar income, less interest payable and finance costs in respect of finance leases. (2) We define net debt as current and non-current overdrafts and borrowings and current and non-current obligations under finance leases less cash and cash equivalents, including borrowings, obligations and cash and cash equivalents classified as held for sale (including our North American segment). (3) We define underlying EBITDA as underlying profit/(loss) from operations adjusted to add back underlying depreciation and amortisation. We define underlying EBITDAR to be underlying EBITDA adjusted to add back operating lease rentals payable for hire of aircraft, aircraft spares and under other operating leases. Neither underlying EBITDA nor underlying EBITDAR is a measurement of performance under IFRS and you should not consider underlying EBITDA or underlying EBITDAR as an alternative to (a) operating profit or profit for the year (as determined in accordance with IFRS) as a measure of our operating performance, (b) cash flows from operating investing and financing activities as a measure of our ability to meet our cash needs or (c) any other measures of performance under generally accepted accounting principles. We believe underlying EBITDA and underlying EBITDAR are common measures used by certain investors and security analysts and can be used by such parties in evaluating us. Underlying EBITDA, underlying EBITDAR and similar measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing underlying EBITDA or underlying EBITDAR as reported by us to underlying EBITDA or underlying EBITDAR of other companies. Underlying EBITDA as presented here differs from the definition of “Consolidated EBITDA” contained in the Indenture. Our underlying EBITDA and underlying EBITDAR based measures have limitations including, (i) they do not reflect our cash expenditures or future requirements for capital commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) they do not reflect the interest expense or cash requirements necessary to service interest or principal payments on our debt, (iv) they do not reflect any cash income taxes that we may be required to pay, (v) they are not adjusted for all non-cash income or expense items that are reflected in our consolidated income statements, (vi) they do not reflect the impact of earnings or charges resulting from certain matters we consider not to be indicative of our on-going operations and (vii) assets are depreciated or amortised over differing estimated useful lives and often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements.

The following table reconciles profit/(loss) from operations to underlying EBITDA and underlying EBITDAR for the periods indicated.

Year ended 30 September

2012(b) 2013(c) (restated (restated and and

2012 unaudited) 2013 unaudited) 2014

(£ in millions) Profit (loss) from operations ...... (319.3) (170.1) 13.0 13 54 Separately disclosed items

Reorganisation and restructuring costs .... 80.7 55.4 127.3 127 124 Costs associated with refinancing ...... 30.1 30.1 17.7 18 — Impairment of goodwill and other intangible assets and amortisation of business combination intangibles ...... 368.7 233.9 32.0 32 66 IAS 39 fair value re-measurement—time value component of option contract ...... (9.1) 5.6 0.4 1 (2) Other(a) ...... 5.0 27.7 73.1 72 81

156.1 182.6 263.5 263 323

Underlying depreciation and amortisation 159.6 155.6 161.7 (162) (173)

Underlying EBITDA ...... 315.7 332.6 424.8 425 496 Operating lease rentals payable for hire of aircraft and aircraft spares...... 103.1 103.1 101.3 101 106 Operating lease rental payable under other operating leases ...... 121.5 115.9 115.1 115 102

Underlying EBITDAR ...... 540.3 551.6 641.2 641 704

(a) Other includes direct costs of asset impairment and onerous lease provisions in Hi Hotels, costs and write downs associated with SkyService liquidation, fuel-related exceptional items, provision for HMRC settlement, net gain on pension plan curtailment and balance sheet reviews. (b) The results for the year ended 30 September 2013 have been restated excluding the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The audited consolidated financial statements for the year ended 30 September 2012 in this column were restated accordingly. (c) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly.

The following table reconciles underlying EBITDA to underlying free cash flow for the periods indicated.

Year ended 30 September

2013 (restated and unaudited 2012 ) 2014

(£ in millions)

Underlying EBITDA ...... 332.6 425 496 Working capital(a) ...... (13.8) 169 48 Capital expenditures(b) ...... (138.3) (150) (156)

Underlying free cash flow ...... 163.6 444 388

(a) Working capital includes decreases/(increases) in inventories, decreases/(increases) in receivables, (decreases)/increases in payables and increases/(decreases) in provisions, less additional pension contributions. (b) Capital expenditures includes purchases of tangible and intangible assets.

KPIs The information included in this section is derived from management estimates, is not part of our consolidated financial statements or financial accounting records and has not been audited or otherwise reviewed by outside auditors, consultants or experts. Certain estimates and targets in this section are forward-looking and actual results and market developments may differ materially from those described below. See “Forward-looking Statements” and “Risk Factors” herein for a description of factors that may cause such estimates or targets not to materialise.

Position Minimum in the Delivery targets for year Delivery to 30 the year ended 30 to 30 Septembe ended 30 Septembe Septembe r Septembe (unaudited, based on management estimates) r 2012 r 2013 2014 r 2015

Targets

£94 £280 ›£700 New product revenue ...... — million million million Online penetration ...... 34% 36% 38% ›50% UK Turnaround Plan; Group Profit Improvement £60 £194 £400 ›£500 Programme(1) ...... million million million million KPIs

Sales CAGR(2) ...... — — (2.1%) ›3.5% Underlying gross margin improvement(3) ...... — 0.8% 1.5% ›1.5% UK EBIT margin(4) ...... 0.1% 2.3% 3.5% ›5% Cash conversion(5) ...... 11% 48% 62% ›70%

(1) Cumulative EBIT improvement run-rate. (2) Compounded annual growth rate of the Group's sales from 2013 to 2015. (3) Calculated on a like-for-like basis adjusted for disposals against year 30 September 2012. (4) UK underlying EBIT margin consists of underlying profit from operations of the Group's UK operating segment (excluding Thomas Cook India) as a percentage of its revenue. (5) Net cash from operating activities less interest paid as a percentage of underlying EBITDA. Free cash flow before capital expenditure but after exceptional items, as a percentage of underlying EBITDA.

Key Segmental Information for the Year Ended 30 September 2014 The following table sets out the Group's segmental information for the year ended 30 September 2014:

Continent Northern Airlines UK al Europe Europe Germany

Revenue(1) (£ in millions) ...... 2,529 3,932 1,145 982 Percentage of Group revenue ...... 29.4% 45.8% 13.3% 11.4% Underlying profit/(loss) from operations (£ in millions) ..... 89 102 101 50 Underlying operating profit/(loss) margin ...... 3.5% 2.6% 8.8% 5.1%

(1) Revenue is external revenue only. It excludes inter-segment revenue.

Key Segmental Information for the Year Ended 30 September 2013 The following table sets out the Group's segmental information for the year ended 30 September 2013:

Continent Northern Airlines UK al Europe Europe Germany

Revenue(1) (£ in millions) ...... 2,930.8 4,166.3 1,232.4 985.0 Percentage of Group revenue ...... 31.5% 44.7% 13.2% 10.6% Underlying profit/(loss) from operations (£ in millions)(2) .. 66.3 77.5 109.5 48.2 Underlying operating profit/(loss) margin ...... 2.3% 1.9% 8.9% 4.9%

(1) Revenue is external revenue only. It excludes inter-segment revenue. (2) The Continental Europe segment includes the results of Thomas Cook France. This was reported to the Group separately during the first six months of the year ended 30 September 2013 while a review of the business was undertaken. The management of Thomas Cook France formally passed to the Continental Europe management team on 1 April 2013. During the six-month period ended 31 March 2013, Thomas Cook France recorded total revenue of £151.3 million and an underlying loss from operations of £17.5 million.

Underlying EBIT in the Year Ended 30 September 2014 Our continuing operations generated an underlying profit from operations in the year ended 30 September 2014 of £323 million, showing a (restated) £60 million improvement compared with the corresponding period in 2013 (£263 million) (restated).

On a like-for-like basis, our underlying profit from operations in the year ended 30 September 2014 showed a £60 million improvement compared with the same period in 2013 (£263 million). The following table sets out a reconciliation of profit from operations in the year ended 30 September 2014 to underlying profit from operations in the year ended 30 September 2013 on a like-for-like basis.

Year ended 30 September

2013 (restated and unaudited 2014 ) Change

(in £ millions)

Profit from operations ...... 54 13 41 Separately disclosed items(1) ...... (269) (250) 19 Underlying profit from operations ...... 323 263 60 Disposals(2) ...... — (15) 15 Currency impact ...... — (23) 23 Like for like underlying profit from operations ...... 323 225 98

(1) Items that are disclosed separately in order to reflect the underlying operating performance of the business in the relevant period. (2) Underlying profit from operations attributable to Thomas Cook Egypt and Thomas Cook Lebanon which was disposed of in October 2013.

RISK FACTORS In addition to the other information contained in this Offering Memorandum, you should carefully consider the following risk factors and the other documents incorporated by reference herein before purchasing the Notes. The risks and uncertainties we describe below and that are described in the documents incorporated by reference herein are not the only ones we may face. Additional risks and uncertainties of which we are not aware or that we currently believe are immaterial may also adversely affect our business, results of operations, financial condition and prospects. If any of the possible events described below or in the information incorporated herein were to occur, our business, results of operations, financial condition and prospects could be materially and adversely affected. If that happens, you could lose all or part of your investment in the Notes. This Offering Memorandum and the information incorporated herein also contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements”. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this Offering Memorandum and in the documents incorporated by reference herein.

Risks Relating to our Industry and our Business

The Business Transformation may not deliver the targeted benefits as envisaged, which may have a material adverse effect on our business, operating results, financial condition or prospects. We are in the process of implementing the Business Transformation, which encompasses both the Improvement Initiatives and the Profitable Growth Strategy. The Business Transformation involves a significant reorganisation of our businesses and operations, as well as our underlying processes and systems, and significant changes to our strategy. The Improvement Initiatives are intended to result in: • substantial reductions to our cost base and improved revenues and profitability, principally through the implementation of the UK Turnaround Plan and our Profit Improvement Programme. These aim to, for example, improve yield management, rationalise distribution arrangements, increase operational efficiencies and streamline our organisational structure, products, services, infrastructure and technology; and • sustainable improvements to our working capital management and position through the implementation of the Cash Initiatives which involve, for example, a renewed focus on working capital processes (including with respect to the management of payables and receivables, inventory forecasting and the management of fuel stocks). The Improvement Initiatives, or components thereof, may not deliver the intended benefits within the timescales we target, may result in implementation costs in excess of those we estimate or may not be delivered at all. The actual results of the Improvement Initiatives may differ materially from our targets. There can be no assurance that the Improvement Initiatives will be successful or as to the benefits (including any EBIT improvements) the Improvement Initiatives will actually deliver or as to the timing thereof. The implementation of the Business Transformation is a complex exercise involving a significant number of territories, and is subject to a number of interdependencies. There is, therefore, a significant risk associated with the successful implementation of the Business Transformation. For example, our ability to roll out new products and services as part of the Profitable Growth Strategy, and a material part of the EBIT improvements targeted by the Business Transformation, are dependent upon proposed developments to our IT systems. Further, the capital which we will invest to develop concept hotels is expected to be funded, in part, by the EBIT improvements targeted by the Improvement Initiatives and the success of certain new products and services (such as concept hotels) may be affected by our ability to mitigate attendant risks (for example, to ensure that the risk associated with any increased capacity commitments provided to hoteliers as a result of exclusivity arrangements is mitigated by an improved approach to yield management). Failure to deliver individual components of the Business Transformation, whether across the Group as a whole or within individual business segments, may therefore have a consequential impact upon our ability to implement other components of the Business Transformation, such as delays or increased implementation costs, or may compromise our ability to achieve the EBIT improvements we are targeting.

The Business Transformation involves on-going integration and consolidation programmes (for example, in connection with IT systems, back-office processes and past acquisitions). These programmes, and other initiatives to enhance our omni-channel distribution approach including Voyager Android, are expected to take substantial time and effort to implement. If our integration and consolidation programmes take longer or cost more to achieve than anticipated, this may materially impair the realisation of synergies and other benefits which we target. 50 Our ability to implement the Business Transformation successfully (in particular with respect to initiatives which are intended to improve our revenue rather than reduce costs) is also dependent upon a number of business, economic and competitive uncertainties and other factors which are outside our control and the Business Transformation is based upon a number of assumptions which may prove to be inaccurate. For example, certain elements of both the Improvement Initiatives and the Profitable Growth Strategy depend upon the negotiation or renegotiation of contracts with third-party suppliers and partners and the level of customer demand may vary due to factors beyond our control, such as economic and political factors. Benefits arising from the Improvement Initiatives may also erode over time because of factors outside our control, including changes in external market conditions, customer demand and actions taken by our competitors. In addition, while the roll-out of concept hotels is expected to be funded, in part, by the savings to be delivered by the Improvement Initiatives, the funding profile of the concept hotels will not be wholly aligned with the delivery of EBIT improvements under the Improvement Initiatives and our return on investment may be delayed or less than anticipated. As such, there can be no assurance that the benefits (including the EBIT improvements) that we are targeting through the implementation of the Business Transformation will be fully realised, that they will be achieved within the targeted timescales or that our expectations with respect to the associated implementation costs will not be exceeded. Furthermore, there can be no assurance that the anticipated cost reduction measures will not have a negative impact on revenue or that we will be able to mitigate such impact. In such event, the anticipated cost reduction measures may not improve, or may reduce, profitability. If the targeted benefits (including the EBIT improvements) are not fully realised or achieved within the anticipated timescales, this may have a material adverse effect on our business, operating results, financial condition or prospects.

The implementation of our Business Transformation may lead to disruptions to our business operations and may have a material adverse effect on our business, operating results, financial condition or prospects. The implementation of the Business Transformation requires a significant amount of management time and attention, which may disrupt or otherwise have an adverse effect on our on-going business operations. This risk may be exacerbated by our plans to undertake a substantial reorganisation of our business and operating structures including, for example, the integration of our IT systems and back-office functions and enhancements to our omni-channel distribution approach (for example, as to the products and services which are made available to each customer).

Downturns in economic conditions may have a material adverse effect on our business, operating results, financial condition or prospects. Changes in economic conditions, the volatility of and disruptions to the international financial markets and downturns in our source markets have had, and, if prolonged or repeated, may continue to have, a material adverse effect on customer demand for our products and services and therefore our business, operating results, financial condition or prospects. Both global and European capital markets have experienced volatility and disruption for extended periods in recent years. This volatility and disruption has had a number of effects, including a lack of liquidity in the equity and debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the credit market, failure of major financial institutions, downgrades to sovereign credit ratings and an increase in debt defaults. In 2012, the volatility and disruption were further fuelled by the escalation of the Eurozone crises and speculation that some Member States would exit the euro. Despite the actions of governmental and supra-governmental authorities, these events have contributed to worsening economic conditions around the world that have already had an adverse impact on customer demand for travel and tourism and may continue to do so for the foreseeable future. The recent events in Ukraine and the subsequent imposition of sanctions on Russia may have a negative impact on the wider European economy. As a result of these events, we have already seen a negative impact on bookings in Germany in the fourth quarter of our 2014 financial year. These geopolitical conditions may worsen, which could have a further negative impact on our business. The recent decline in oil and gas prices may have a negative impact on the wider European economy. The fall in oil prices has contributed to a depreciation of the Russian rouble relative to other currencies. These events are likely to result in a decrease in the Russian outbound tourist market, which would negatively impact our Russian business. Spending on travel and tourism is discretionary and price-sensitive. Conditions which reduce disposable income or consumer confidence, such as an increase in interest rates (which, among other things, could cause consumers to incur higher monthly expenses under mortgages), unemployment rates, direct or indirect taxes, fuel prices or other costs of living, may therefore lead to customers reducing or

51 stopping their spending on travel or opting for lower-cost products and services. These conditions may be particularly prevalent during periods of economic downturn or market volatility and disruption. To the extent that the current economic environment does not improve, improves at varying rates in our source markets or improves only over an extended period of time, our business, operating results, financial condition or prospects may be materially and adversely affected.

We are dependent upon the introduction and expansion of products and services that meet customer demand and preferences and failure to adapt to changing customer demands and preferences may have a material adverse effect on our business, operating results, financial condition or prospects. Our success and future growth depend upon the introduction and expansion of products and services that appeal to consumers. The Profitable Growth Strategy, therefore, seeks to develop new or enhanced products and services (including concept hotels) and contemplates the roll-out of both existing and new products and services to new source markets and destination markets. If our new and expanded product and service offerings fail to attract and/or retain customers across markets (including new markets in Asia and the Middle East) as anticipated, or if we are unable to adapt our new products and services to rapidly changing customer demands and preferences, which may vary from market to market, this may have a material adverse effect on our business, operating results, financial condition or prospects. In an attempt to accelerate the rollout of our concept hotels and consolidate our operating model with respect thereto, we are evaluating potential opportunities to partner with strategic investors, whereby they would possibly acquire hotel assets, and we would enter into agreements to license to them our concept hotel brands, manage these hotels and also enter into allotment contracts with our tour operator businesses, thereby securing room capacity (primarily on an exclusive basis) and being able to transact with one professional owner of multiple hotels who has the capability to invest in hotel refurbishments. There can be no assurance, however, that our efforts in this respect will be successful. Moreover, the Profitable Growth Strategy has been developed through a combination of senior management insight, research into trends in the leisure travel industry and a survey of the attitudes and travel habits of almost 18,000 people across our key source markets. There can be no assurance that these methods fully or accurately reflect consumer trends and/or demand or that consumer trends and demand will not change in the future. In addition, the Profitable Growth Strategy includes proposals to enhance our omni-channel distribution approach, such as eliminating inter-channel competition and delivering a customer experience that is consistent across all distribution channels. Our distribution approach must change and develop over time in order to be aligned with customer demands and preferences and to adapt to rapid changes in technology. If we are not successful in adapting our distribution approach, or otherwise fail to respond to changing customer demands and preferences, this may have a material adverse effect on our business, operating results, financial condition or prospects.

A decline in demand for traditional pre-packaged holidays and/or changes in consumer behaviour may have a material adverse effect on our business, operating results, financial condition or prospects. We have historically generated most of our business from traditional pre-packaged holidays. In recent years, consumer behaviour has changed in a number of ways as a result of various factors. For example, the growth of the internet has increased price transparency and choice, leading both to a significant increase in the availability of travel products and services, and to a proliferation of online information and reviews about travel experiences and destinations. Availability and choice of airline routes has also expanded, as the rise of low-cost carriers has led to a significant increase in the online distribution of seats to a wide range of destinations at competitive prices. These changes have made it easier for consumers to research and build their own travel experiences, leading to growth in the independent travel sector (including dynamically packaged holidays and individual holiday components) as compared with traditional pre-packaged holidays, the increase of online distribution as compared with traditional high street travel agents and increased sales of travel products directly to customers rather than via tour operators such as Thomas Cook. In recent years, customers in some markets have tended to book holidays nearer the time of travel than has traditionally been the case, making it more difficult for us to engage in effective seasonal planning (such as capacity adjustments), and making us more vulnerable to short-term changes in customer demand and potential adverse impacts on product pricing. If we fail to adapt and develop in response to these and other market developments and changes in consumer preferences for leisure travel products, this may have a material adverse effect on our business, operating results, financial condition or prospects. Our Business Transformation initiatives, which are in part intended to address recent changes in consumer behaviour, may not be effective and may not be delivered within their targeted timescales. For example, we may fail to anticipate correctly the level of demand in future periods and thus may adjust 52 capacity at the wrong time or to an inappropriate level or may fail to achieve our targeted levels of online penetration. In addition, other providers of travel and tourism products and services may make adjustments to meet demand, thereby reducing any anticipated benefits of our activities. Furthermore, the introduction of, and commitment to, certain new or improved products, such as concept hotels, which include greater capacity commitment to the relevant hotel, may reduce our flexibility to adapt rapidly to further changes in consumer preferences. Consequently, this may have a material adverse effect on our business, operating results, financial condition or prospects.

Security issues, political or economic instability, acts or threats of terrorism, war and certain other events in our source markets or destination markets could lead to a decrease in demand for our products and services. Security issues, political or economic instability, acts or threats of terrorism, war and certain other events in our destination markets or source markets and, in relation to destination markets, travellers' perception of the risk of such conditions and events, could adversely affect demand for our products and services. For example, political instability in Egypt, Tunisia and other MENA countries and the related travel restrictions imposed by various governments led to increased cancellation of bookings for our Group in 2011. Such instability has had a continuing impact in 2012, 2013 and 2014 to date and has imposed temporary restrictions on our ability to operate into and from the affected destinations. Management estimates that the impact of the market disruption in Egypt on the Group's revenue for the year ended 30 September 2014 amounted to approximately £177 million. In addition, the ongoing instability in Ukraine and subsequent sanctions imposed on Russia have impacted sales in our Russian and German operations in the summer of 2014. Further, our cost base was not reduced in proportion to the revenue fall resulting from the instability and travel restrictions in MENA countries, in part as a result of our cost base being characterised by high levels of fixed costs (including through advance capacity commitments towards hotel operators and other third-party suppliers). These conditions and events have had, and, if prolonged or repeated, will continue to have, a material adverse effect on our business, operating results, financial condition or prospects. Furthermore, approximately 8 per cent. and 21 per cent. of our package holiday customers for winter 2014/2015 and summer 2015 respectively have booked packages to Turkey, which has experienced domestic issues in the last several years resulting in various protests. Moreover, any escalation of the military conflict in Syria and/or Iraq, because of the proximity to Turkey, could result in customers canceling or avoiding travel to Turkey which, in turn, could have a material adverse effect on our business, operating results, financial condition or prospects. Recent sovereign debt crises in Greece, Spain, Cyprus and other European countries have also caused political and social unrest, such as the mass protests in Athens against government austerity measures and recent demonstrations in Cyprus. Such political or economic instability or social unrest, if prolonged or repeated, may adversely affect customer demand for these destinations or adversely affect our ability to operate into and from the affected destinations. Moreover, future terrorist attacks or the threat of such attacks and other political events (particularly in or adjacent to Turkey) could result in aviation or other insurance becoming unavailable or prohibitively expensive. Should this occur, we may become unable to operate key parts of our business. If we were to be perceived as not taking all reasonable precautions to protect our customers or to react appropriately to such events, this could adversely affect our reputation and brands and have a material adverse effect on our business, operating results, financial condition or prospects. In addition, certain other events in our source markets, destination markets or elsewhere, including, but not limited to, aircraft disasters (e.g., the disappearance of Malaysian Airlines flight 370, the shooting down over the Ukraine of Malaysia Airlines flight 17 and the recent crash of Air Asia flight 8501), ash clouds generated by volcanic eruptions and epidemics (e.g., the current Ebola outbreak) could generally lead to reduced travel by our existing and potential customers, thereby potentially having an adverse effect on our business, operating results, financial condition or prospects.

We operate in an increasingly competitive environment and we are subject to risks relating to competition that may have a material adverse effect on our business, operating results, financial condition or prospects. We have numerous competitors in our core European source markets and there are a variety of risks which may undermine our competitiveness or the competitiveness of our products and services. For example, further consolidation on either a global or a pan-European scale may offer travel groups the opportunity to expand their operations significantly, enhance capacity management and achieve greater efficiencies and cost reductions by eliminating redundancy in their operations and networks. Over recent years, the industry has also experienced a substantial increase in travel and tourism businesses focused on online distribution with lower cost structures than traditional retail travel businesses. This has resulted in increased competition and, in certain cases, overcapacity, which has driven down selling prices and may continue to do so.

53 Moreover, the expanded availability and choice of airlines have, together with the rise of low-cost airlines, led to a significant increase in the online distribution of airline seats to a wide range of destinations at competitive prices. If we are unable to maintain a competitive cost structure for our airlines as compared with other airlines, we may be unable to offer competitive prices to our customers for package holidays that involve flights, or for separate flight components, on our own aircraft. Our business model is, therefore, subject to various competitive challenges and the failure to respond to such challenges may force us, in order not to lose customers and to maintain our market share, to reduce our prices significantly. These competitive challenges could have a material adverse effect on our business, operating results, financial condition or prospects. In addition, if the various initiatives under the Business Transformation are unsuccessful or are not delivered within the targeted timescales, we may fail to introduce more innovative and customised products as quickly or effectively as our competitors or otherwise to compete successfully with our competitors, which may, in turn, have a material adverse effect on our business, operating results, financial condition or prospects.

Disruptions to our IT systems or failure to implement planned or required IT development work successfully may have a material adverse effect on our business, operating results, financial condition or prospects. Our business is heavily dependent on our IT systems. Our reservation systems and administrative operations rely on the continuous functioning of our IT systems, and we engage in selling through third-party travel agents and direct selling of travel products and services to our customers over the internet. Our IT systems, related infrastructure, premises and business processes may be vulnerable to a variety of sources of interruption, some of which may be due to events beyond our control, including natural disasters, terrorist attacks, telecommunications and other technological failures, human errors, computer viruses, hackers and security issues. Any disruption to our IT systems or those of our third party suppliers or any other external interruption in the technology infrastructure on which we depend (for example, hackers decrypting and accessing critical data from, and/or uploading malicious code to, our servers or as a result of any internal technology error or failure affecting systems hosted internally at our data centres or externally at third-party locations), or any failure of the general operations of the internet, could expose us to security breaches of, among others, traveller information or proprietary information, such as personal user data and credit card information, which could significantly hamper or prevent our operations, result in negative publicity, damage our reputation or brand, expose us to risk of loss or litigation and possible liability, subject us to regulatory penalties and sanctions, reduce our revenues, increase our compliance, insurance and other costs or otherwise have a material adverse effect on our business, operating results, financial condition or prospects. There can be no assurance that our recovery and contingency plans in respect of such interruptions or failures will be effective or sufficient if they need to be activated. Furthermore, our technology security initiatives, business continuity management and disaster recovery plans may not be adequate to prevent a business disruption or data security failure, which could have a material adverse effect on our business and operations. If there are technological impediments to introducing or maintaining our products and services, or if our products and services do not meet the requirements of our customers and third party suppliers, our business, financial condition or results of operations may be adversely affected. As our IT operations grow in both size and scope, we continuously need to improve and upgrade our IT systems and infrastructure to offer an increasing number of customers enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt to rapidly changing technologies in our industry (particularly increasing online distribution of products and services and increasing availability and breadth of products and services offered through online distribution channels), to change our services and infrastructure so they address evolving industry standards and to improve the performance, features and reliability of our services in response to competitor service and product offerings, and the evolving demands of the marketplace. The successful implementation of the Business Transformation requires significant IT development work as part of our plans to enhance our omni-channel distribution approach and achieve our aspirational target of at least 50 per cent. of passengers booking online over time. This development work involves a significant capital expenditure programme which is intended (among other things) to enable us to transition to a single IT operating model, to rationalise the number of customer-facing websites we utilise, to simplify our back-office processes and to underpin the development of our mobile and online product and service offering. We plan to implement this development work in conjunction with organisational changes which are expected to result in the Group having a single in-house team coordinating the implementation of developments to our systems and applications. Our ability to realise the benefits (including EBIT improvements) targeted by the Improvement Initiatives, and to implement the Profitable Growth Strategy, may be materially and adversely affected if we fail to effect the planned IT development work, or the planned IT development work is delayed, costs more to implement than anticipated or does not deliver the desired functionality (whether in terms of back-office functions or consumer interfaces). Successful delivery may be 54 affected by a number of factors, some of which are outside of our control. For example, we may experience compatibility issues between software applications, scalability issues arising from the roll-out of systems on a Group-wide basis or in respect of new products and services or disruption to the IT development work resulting from the planned organisational changes to our in-house IT development teams. In addition, IT development work may exacerbate the risk that our existing IT systems may be disrupted and we may incur increased licensing, maintenance or support costs. If we are unable to maintain our existing systems, obtain new technologies and systems, or replace or introduce new technologies and systems as quickly as our competitors or in a cost-effective manner, our business and operations could be materially and adversely affected. In particular, any failure to implement the planned IT development work or the transformation of the IT infrastructure (see “Our Business— Information Technology” and “Our Business—IT Agreements”) may delay or compromise our ability to implement the Business Transformation, to obtain the benefits (including the EBIT improvements) we target in connection with it or otherwise have a material adverse effect on our business, operating results, financial condition or prospects.

The loss of or difficulty replacing senior management and key operational expertise may have a material adverse effect on our business operating results, financial condition or prospects. We have undergone significant changes in our senior management in recent years, most recently with the appointment as CEO of Dr. Peter Fankhauser, who replaced Harriet Green in late November 2014. Attracting and retaining key members of senior management and key operational expertise are vital to the success of our business and operations. We have had, and may continue to experience, difficulty in attracting and retaining such personnel. The departure of or difficulty in replacing senior managers or key operational expertise in future, could have a material adverse impact on key decision-making and the development of our business and operations over both the short and the medium term. The Business Transformation includes a number of initiatives the implementation of which will require a variety of strategic, business and operational decisions to be made by our senior managers and key operational personnel. The successful implementation of the Business Transformation is, therefore, dependent upon our Group having and maintaining a limited number of key senior managers and other key operational personnel who have the requisite experience and expertise and remain focused throughout the implementation of the Business Transformation to make appropriate decisions in conjunction therewith. No assurance can be given that such senior managers or key operational personnel will remain with our Group. In the event of departures by senior managers or key operational personnel in future, we may not be able to attract new personnel with the requisite experience and expertise for the successful implementation of the Business Transformation. Our ability to attract and retain appropriate individuals for key roles associated with the implementation of the Business Transformation may be materially and adversely affected by a variety of factors. For example, the specialised skills and experience required for senior management and other key operational personnel are difficult and time-consuming to acquire and, as a result, are limited in supply. In particular, recruitment of IT and web development professionals is challenging. In addition, actual or perceived destabilisation of, or disruption to, our businesses resulting from the implementation of the Business Transformation or adverse press coverage about our business or our financial condition could have an adverse impact on the development of our business over both the short and the longer term. The loss of managers or other key operational personnel responsible for the implementation of the Business Transformation, or the failure to attract and retain such individuals, may have a material adverse effect on key decision-making associated with, and the implementation of, the Business Transformation or components of it; or may otherwise cause disruption to our ordinary course of business and operations. If any of the foregoing risks were to materialise, this may have a material adverse effect on our business, operating results, financial condition or prospects.

We rely on the value of our brands and reputation to maintain our competitiveness, and any damage to our brands or reputation could have a material adverse effect on our business, operating results, financial condition or prospects. Our success is largely dependent upon our reputation and brands, and the perception that we provide quality and reliable products and services to meet consumer and supplier expectations. In addition, the large number of travel competitors that offer competing products and services increases the importance for us to maintain and further develop our reputation and brand recognition. Our reputation and brands, including our “Thomas Cook” brand and other key brands, may be adversely affected by a wide variety of factors, for example an aircraft accident, disruptions to our IT systems, our handling of personal information relating to its customers (or any unauthorised disclosure thereof), press coverage about our business or our financial condition (for example, we were subject to negative publicity concerning our financial strength in November 2011, which for a period resulted in a significant adverse impact on certain of our brands until stabilisation was achieved shortly thereafter), legal proceedings involving our Group, unethical behaviour of individual employees or officers of our Group, 55 customer dissatisfaction with products or services supplied directly by our Group or by travel suppliers from which we purchase products or services, employee strikes and other labour-related disruption, accidents or injuries to our customers, failure to comply with applicable laws and regulations and the public's perception of the travel industry more generally. In particular, the proliferation of online information and reviews about travel experiences and destinations has exacerbated our reputational risk that may result from any customer dissatisfaction with the provision of our products or services. Any significant damage to our reputation and brands could cause customers, trading counterparties, suppliers and other stakeholders to lose confidence in our Group and could lead to a reduction in our sales and profits and have a material adverse effect on our business, operating results, financial condition and prospects.

Ongoing obligations and liabilities in respect of divestments could have a material adverse effect on our business, operating results, financial condition or prospects. As part of our Business Transformation strategy, we have made a number of significant disposals pursuant to which we have continuing obligations and liabilities, including as a result of the provision of customary representations and warranties. Claims that may arise in connection with such disposals, and any disposals which we may effect in the future, may have a material adverse effect on our business, operating results, financial condition or prospects.

Aircraft accidents and health and safety incidents could cause damage to our brands and reputation and may have a material adverse effect on our business, operating results, financial condition or prospects. Our Group Airline Business is exposed to the risk of a significant accident involving one or more of our aircraft. We are exposed to potentially significant losses or potential criminal liability if any of our aircraft is lost or subject to an accident, terrorist incident or other disaster, including significant costs related to passenger claims, repairs or replacement of a damaged aircraft and temporary or permanent loss from service. Any aircraft accident or health and safety incident could potentially result in the exposure to significant losses or liabilities, even if fully insured. Such incidents could also create a perception that the airlines operated by our Group are less safe, or less reliable, than other airlines and could cause customers to lose confidence and switch to other airlines or package holiday providers. In addition, package holiday providers within our Group are exposed to potential liability arising from health and safety incidents that occur during the holiday, involving injury or illness to customers. Such incidents, the occurrence and timing of which cannot be predicted or controlled by us, could materially and adversely affect our reputation and brands, as well as our business, operating results, financial condition or prospects.

Natural and other catastrophes may have a material adverse effect on our business, operating results, financial condition or prospects. Airlines and package holiday providers within our Group are exposed to the risk of business disruption and losses (including as a result of increased costs and reduced revenues) resulting from natural disasters, such as hurricanes, earthquakes, tsunamis and volcanic eruptions giving rise to volcanic ash clouds, as well as epidemics (for example, Ebola), pandemics and other health-related incidents, such as an outbreak of a contagious disease in our source markets or destination markets. For example, the Icelandic volcanic ash cloud resulted in a significant amount of additional costs to our Group in 2011, including costs relating to providing accommodation for stranded customers and the cancellation and delay of a number of flights. The occurrence and timing of such events cannot be predicted or controlled by us and may have a material and adverse effect on our business, operating results, financial condition or prospects. This may particularly be the case if we were to be perceived as not reacting appropriately in the wake of any such event. If there were to be such a perception, our brands and reputation may also be materially and adversely affected.

Our business depends on our relationships with our third-party suppliers and outsourced partners, and adverse changes in these relationships, our inability to enter into new relationships or performance failure by such third-party suppliers and outsourced partners, could have a material adverse effect on our business, operating results, financial condition or prospects. We are dependent on the provision of services by third-party suppliers, such as hotel operators, other airlines, suppliers of aircraft services (including ground handling, fuel, engineering and maintenance, in-flight service and catering), aircraft manufacturers, third-party tour operators, destination agents and, in certain segments, key back-office and IT functions. The efficiency, timeliness and quality of contract performance by such third-party suppliers are largely beyond our control. If any third-party services or facilities on which we rely in conducting our business are restricted, temporarily halted, cease permanently or are not available on commercially reasonable terms, this could have a material adverse effect on our business, operating results,

56 financial condition or prospects. Negative publicity resulting from the action of outsourced partners and third- party suppliers could also have an adverse effect on our reputation and brands. In addition, adverse changes in any of our relationships with outsource partners and third-party suppliers or the inability to enter into new relationships with these parties, either at all or on terms acceptable to us, could adversely affect our operations or otherwise cause disruption. Our arrangements with outsource partners and third-party suppliers may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact our financial position and results of operations. In particular, we are dependent on a limited number of third-party IT service providers. The loss or expiration of any of our contracts with IT service providers and the inability to negotiate replacement contracts with alternative IT service providers at comparable rates or to enter into such contracts in any of our markets could have a material adverse effect on our business, operating results, financial condition or prospects.

Employee strikes and other labour-related disruptions may have a material adverse effect on our business, operating results, financial condition or prospects. A significant proportion of our workforce is unionised. Further, we are involved in negotiations with unionised work groups on a regular basis. If members of the Group are unable to reach an agreement with any of the unionised work groups in future negotiations regarding the terms of their collective bargaining agreements, including in connection with the implementation of the Business Transformation, this could lead to strikes or other industrial action. Strikes and industrial actions could also be initiated by the workforce of one of our service providers, for example, suppliers of aircraft services, and other third parties. Strikes or industrial action, especially those initiated by our key workforce or service providers, including pilots, cabin and ground crew, or a threat of such strikes or industrial action, could damage our reputation and ability to conduct business, cause potential customers to book flights and package holidays with our competitors and result in material cost increases or additional work rules. If this risk materialises, it may have a material adverse effect on our business, operating results, financial condition or prospects.

We are subject to numerous environmental regulations and compliance with such regulations could increase our operating costs and have a material adverse effect on our business, operating results, financial condition or prospects. Our airlines are required to participate in the EU ETS. Under this scheme, airlines are required to surrender an amount of carbon credits to match their annual volume of carbon emissions. Airlines must submit an amount of carbon credits to cover their entire carbon emissions and, accordingly, carbon credits may be purchased and sold to meet this requirement. The market price for carbon is a free market price that fluctuates according to market activities, including, among others, the level of supply of carbon allowances that is controlled by EU regulatory bodies and caps total carbon emissions for the airline sector at a fixed limit. Should we be unable to obtain sufficient allowances under the free allocation processes, additional carbon credits must be purchased within the open market, which may be at a higher price than initially budgeted for and therefore increase our total operating costs. In the future, further regulations on other environmental risks may be enacted in one or more of our source markets or destinations. In addition, environmental concerns could lead to changes in customers' travel patterns. Failure to respond to all of the challenges that environmental risks bring could have a significant impact on our reputation or brands and lead to a reduction in bookings, as well as adversely affect our business, operating results, financial condition or prospects.

We are subject to laws and regulations across numerous jurisdictions, and any changes to, or failure to comply with, such laws and regulations could result in penalties and have a material adverse effect on our business, operating results, financial condition or prospects. We are obliged to comply with a range of legislation and regulation around the world. These requirements include rules, guidance, codes of conduct and policies issued or adopted by governmental and regulatory authorities, as well as interpretations thereof which we adopt or are generally accepted within the industry in which we operate. In particular, our operations are subject to extensive legislative and regulatory requirements in areas such as the provision of travel and tourism products and associated services, environmental protection (including noise and emissions restrictions), consumer protection, the processing, use, storage and disclosure of customer data (including financial and personal data), the obligation to pay certain taxation duties, export controls, the availability of take-off and landing slots at airports, aircraft ownership, operation requirements (such as safety certificates and Type A Operating Licences required for planes with more than 20 seats and safety certificates) and the provision of insurance services by White Horse.

In addition, we may acquire personal or confidential information from travellers who use our websites and mobile applications. This information is increasingly subject to legislation and regulations in numerous jurisdictions globally, typically intended to protect the privacy and security of personal information. It is also 57 subject to evolving security standards for credit card information that is collected, processed and transmitted. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. As privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities in relation to our handling, use and disclosure of travel-related data, as it pertains to the individual, as a result of differing views on the privacy of such data. These and other privacy concerns, including security breaches, could adversely impact our business, financial condition and results of operations. Compliance with legal and regulatory requirements (including with respect to our licences) imposes significant costs and restrictions on our business and could potentially limit our flexibility with respect to our strategy and our marketing, business and operational practices. Non-compliance with applicable legislation and regulation could lead to sanctions, substantial fines and an inability to trade, as well as reputational damage, thereby affecting a significant part of our business. In addition, we may be unable to pass on compliance costs to our customers, thereby contributing to a decline in our margins; and, where we do seek to pass such costs to our customers, this may reduce the price competiveness of, and, hence, customer demand for, our products and services. Legislative and regulatory requirements (including rules, guidance, codes of conduct, letters and policies issued or adopted by governmental and regulatory authorities), and interpretations thereof, which currently affect us may change and become more onerous or constraining. For example, in July 2013, a process to reconsider the Package Travel Directive started. The proposed revision enhances consumer protection rights and creates a more level playing field among operators. The precise requirements of the Package Travel Directive are unlikely to be finalised until Spring 2015 and the UK Government is conducting a parallel consultation with the travel industry around possible changes to the ATOL consumer protection regime. We cannot predict any such changes with certainty and would have to respond to any material changes in legislation or regulation. This may require us to change our strategy, marketing, business or operational practices or otherwise make adaptations to our products or services in the relevant market, which may further increase our costs or result in reduced revenues. There can be no assurance that we will be able to respond effectively to any such changes and this may have a material adverse effect upon our business, operating results, financial condition or prospects. As a result of a ruling by the UK Court of Appeal in Huzar v. Jet2 in June 2014 that technical delays will rarely fall into the `extraordinary circumstances' defence under EC Regulation 261/2004 as they are inherent in the normal activity of an airline, UK airlines are now liable to compensate customers for delays caused by normal technical problems. On 31 October 2014 the Supreme Court refused Jet2's right to appeal this decision. Since the original Court of Appeal decision in June 2014, and in accordance with CAA guidance, claims had been deferred pending the outcome of the appeal process. We will now have to deal with these claims. The decision, together with the recent decision in Germanwings GmbH v Henning, which ruled that Articles 2, 5 and 7 of Regulation (EC) 261/2004 must be interpreted as meaning that the concept of “arrival time”, which is used to determine the length of the delay to which passengers on a flight have been subject refers to the time at which at least one of the doors on the aircraft is opened (and not the time at which the plane touched down) puts more pressure on carriers and gives them even less scope to defend Regulation 261 claims. The Group has made a provision of £41 million for the potential impact of the case on claims relating to historic delays. In France, the relevant government agency recently introduced new measures that will require our French business to double the amount of bonding required for package holidays taken by our customers. Generally, this will increase the bonding obligations of our French business from €40 million to €80 million. There can be no assurance that this necessary bonding will be available to our French business, on favourable terms or at all. The failure to obtain this bonding could have a material adverse effect on the business, operating results, financial condition or prospects of our French business. In Germany, BGH, the country's highest court of appeal, has moved to tighten consumer protection rules, which will limit the amount of prepayments (advanced deposits) holiday companies can take from customers. This ruling will also require our German tour operator business to review its policy regarding cancellation fees. Although overall profitability will not be adversely affected, these changes will impact negatively the working capital position of the German business by around €60 million at some points in the year. This may require the German business to seek additional working capital facilities from its lenders, which may not be available on favourable terms or at all. The failure to obtain adequate working capital facilities could have a material adverse effect on the business, operating results, financial condition or prospects of our German business. The position for Airlines Germany is not yet clear in terms of timing and potential impact.

58 We are subject to competition law and other analogous legislation and regulation relating to anti- competitive conduct. Failure to comply with such legislation or regulation could have a material adverse effect on our business, operating results, financial condition or prospects. Competition law is codified in many countries in which we operate. Competition authorities in many jurisdictions exercise considerable discretion in setting levels of fines, which may lead to large fines and pressure to accept an unfavourable settlement. Certain areas of the business are more susceptible to allegations of anti-competitive conduct, for example, hotel purchasing, retail, flight procurement and tour operations. Any evidence of anti-competitive behaviour (by intent or by accident) may adversely affect our business, operating results, financial condition or prospects, as we may incur substantial fines or settlement costs, as well as suffer significant reputational damage.

Demand for our products and services are subject to seasonal fluctuations in customer demand. Historically, the level of demand for our products and services has fluctuated over the course of a calendar year and, while there are variations between our source markets, demand is generally highest in the summer season and lowest in the winter season. However, a significant proportion of our expenses are incurred more evenly throughout the year. Therefore, our profitability fluctuates during the year, with losses being incurred during the winter season and profits being generated in the summer season. Accordingly, our liquidity position is typically also at its highest during the summer season and at its lowest during the winter season. Disruptions to our business operations during periods of peak booking or travel activity, for example, as a result of political instability in MENA countries (which have historically been popular winter destinations for our customers), have had and could, if prolonged or repeated, have a material adverse effect on our business, operating results, financial condition or prospects.

The terms of, and constraints resulting from our joint venture arrangements may have a material adverse effect on our business, operating results, financial condition or prospects. We are party to a number of joint venture arrangements. There can be no assurance that the steps taken by us to protect our interests with respect to such joint ventures have been, or will be, effective. We do not have unilateral control over the strategy, business, operations or activities of our joint ventures and we are, therefore, subject to risks associated with sharing management control over such joint ventures with our joint venture partners. For example, we have in the past been, and may in the future be, restricted from implementing strategic and operational initiatives which we consider to be necessary, desirable or appropriate for any of our joint ventures. In addition, our joint venture partners may have economic or business interests, or objectives, that are or become inconsistent or opposed to our own. Such factors may require us to divert additional resources to manage the joint venture, may result in the incurrence of additional costs, may cause disagreements between the Group and the relevant joint venture partner, or may compromise our ability to attain the synergies or benefits which were expected to accrue to the Group as part of the joint venture arrangements or otherwise to achieve the objectives underlying the implementation of the relevant joint venture arrangement. The foregoing risks, if they materialise, may have a material adverse effect on our business, operating results, financial condition or prospects.

Breakdown of internal controls could have a material adverse effect on our business, operating results, financial condition or prospects. Any errors (including accounting errors), or breakdowns in internal control processes (including failures to establish and maintain effective internal controls), could result in operational losses and/or impact our ability to detect and prevent fraud. In addition, it is expected that ongoing and future changes to our operations and organisation will place incremental demands on our internal processes and infrastructure, including our accounting systems and internal controls over financial reporting. To meet these demands, we need to invest additional money and senior management time in strengthening our financial and management information systems, improving control processes, and, where appropriate, identifying and correcting any deficiencies in the design or operating effectiveness of our accounting systems and internal controls over financial reporting. Failure to do so, or any insufficiency or breakdown in internal controls, could have a material adverse effect on our reputation, business, operating results, financial condition or prospects.

59 Our counterparties may fail to meet their payment obligations. Such failure could have a material adverse impact on our business, operating results, financial condition or prospects. We are exposed to counterparty credit risk in relation to deposits, derivatives and trade and other receivables. Some of our counterparties and debtors may be highly leveraged, not well capitalised and subject to their own operating, legal and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. A lack of liquidity in the capital markets or a continued downturn in the global economy may cause our counterparties and debtors to increase the time they take to pay or to default on their payment obligations, or may otherwise negatively affect our cash flow. In addition, continued weakness in the economy could cause some of our counterparties or debtors to become illiquid or otherwise adversely affect the collection of their accounts, which could result in a higher level of bad debt expense. For example, we have made deposit payments to service providers in Greece and Cyprus and if they become insolvent as a result of the present economic conditions in such countries, there is a risk that we would not be able to recover the deposit payments made to them. Moreover, the risk that our counterparties and debtors fail to meet their payment or other obligations on time, or at all, may increase if the present economic conditions persist or deteriorate. If any of these risks materialise, our business, operating results, financial condition or prospects may be materially adversely affected.

Our business is exposed to exchange and interest rate fluctuations. Such fluctuations, to the extent they are unhedged, could have a material adverse effect on our business, operating results, financial condition or prospects. We face significant exchange rate risks due to the substantial cross-border element of our trading, which exposes our business and financial condition to fluctuations in exchange rates, as well as exchange rate translation losses. Certain of our Group's direct operating costs are denominated in currencies other than the currencies in which our customers pay for their holidays, and in currencies other than pound sterling, our reporting currency. Such exchange rate risks arise primarily in relation to the purchase of fuel and aircraft in U.S. dollar and payments to hoteliers in euro. A fall in pound sterling relative to other currencies will lead to a corresponding increase in foreign currency-denominated costs. In addition, a fall in the value of pound sterling against the euro may lead to a reduction in travel bookings from the United Kingdom to destinations within the Eurozone (because prices appear relatively expensive to customers based in the United Kingdom), which may adversely affect our business, operating results, financial condition or prospects. To the extent that we cannot or do not adequately, accurately or effectively hedge our currency exposures, a significant negative change in exchange rates could result in an increase in our costs or reduced sales, or result in a significant translation impact, which could have a material adverse effect on our operating results. We are also subject to risks arising from interest rate movements on our debt and cash. Although we aim to maintain a significant proportion of our total net debt obligations at a fixed rate, which we achieve either by issuing fixed rate debt instruments or by using interest rate derivative contracts, we remain exposed to interest rate increases on the floating portion of our net debt. The floating rate portion of our total net debt could increase if derivative contracts cannot be obtained at a reasonable cost in connection with future debt obligations, which could adversely affect our business, operating results, financial condition or prospects. Our underlying net interest charge for the year ended 30 September 2014 was £143 million.

Our business is exposed to jet fuel price fluctuations. Such fluctuations, to the extent they are unhedged, could have a material adverse effect on our business, operating results, financial condition or prospects. Jet fuel, which has been subject to significant price volatility in recent years, constitutes a significant proportion of our underlying operating costs. Prices for jet fuel are influenced by a number of factors, including, among other things, fluctuations in the U.S. dollar exchange rate, political events, war (or the threat of war) and the co-ordinated pricing decisions of producer cartels such as the Organisation of the Petroleum Exporting Countries. An upward trend in jet fuel prices leads to increased costs of operating our aircraft and we cannot predict the movement of either short term or long term jet fuel prices. Although the current lower oil price may reduce our cost of purchasing jet fuel, it is our policy to hedge at least 80% of our jet fuel cost prior to the start of each touristic season in order to mitigate the risk of adverse changes in the price of jet fuel. We are thus predominantly exposed to these hedged rates, rather than the spot rate. In addition, such arrangements do not completely protect us against jet fuel price volatility, are limited in volume and duration and can be less effective during volatile market conditions. If we are unable to pass on jet fuel price increases to customers, or have not effectively hedged our exposure to such jet fuel price increases, this may have a material adverse effect on our business, operating results, financial condition or prospects.

60 Any future impairments would be reflected in our financial statements, which would have a negative impact on our financial condition. Our intangible assets consist of (among other things) goodwill and other intangible assets such as computer software, of which goodwill represents a substantial part. As at 30 September 2014, we carried goodwill of £2,469 million on our balance sheet (of a total intangible asset carried value of £2,873 million). Goodwill is recognised as an asset, and is reviewed for impairment at least annually. Future impairment tests of goodwill may result in the Group being required to recognise impairments, particularly in the event of a substantial deterioration of our future prospects or general financial conditions. Any such impairment is recognised immediately in our income statement and is not subsequently reversed.

Changes to the tax position of any member to the Group, or tax legislation or the interpretation thereof, may have a material adverse effect on our business, operating results, financial condition or prospects. We rely upon generally accepted interpretations of tax laws and regulations in the countries in which we operate and for which we provide travel inventory. We cannot be certain that these interpretations are accurate or that the responsible taxing authority is in agreement with our views. Where a responsible taxing authority interprets tax laws and regulations differently than our Group, or disagrees with the views taken by us, the ultimate tax outcome may differ significantly from the amounts recorded in our consolidated financial statements and adversely affect the financial results in the period(s) for which such determination is made. Further, any change in the tax status of any member of our Group or in taxation legislation or its interpretation could have a material adverse effect on our business, operating results, financial condition and prospects. An increase in taxes that are levied on our Group or otherwise impact our products and services (for example, an increase in airline passenger duty or similar taxes in other jurisdictions), or the removal of tax exemptions which we currently benefit from (for example, the existing tax exemptions for jet fuel) or significant changes in the application of the Tour Operators' Margin Scheme for VAT purposes, may have an adverse effect on our business, operating results, financial condition and prospects, for example where our margins decline as a result of our Group being unable to pass on any such increase in taxes to our customers. Additionally, we have significant tax losses available in a number of countries and regularly monitor forecasts and high-risk areas that may affect the value of our deferred tax assets. However, if we are unable to use these losses in the future, whether as a result of changes to legislation in relation to carrying losses forward, or as a result of a failure to achieve sufficient profits which could be offset by such losses, or otherwise, we may be forced to write down our deferred tax assets and may be subject to higher taxation charges, which may have an adverse effect on our future cash flows.

Changes to our pension schemes could negatively affect our financial position. We operate or participate in a number of pension schemes. Although our UK defined benefit schemes are closed to future accrual and we periodically monitor pension scheme assets and liabilities and have in place timescales for funding any deficits, we remain exposed to risks from unfunded pension obligations. These schemes are generally funded from cash flow contributions by our Group and our employees. As at 30 September 2014, our unfunded pension obligations amounted to £329 million. Changes in the value of the assets or liabilities of these schemes and therefore their funding status may require additional funding from the employing entities and may therefore restrict investment in our business and consequently adversely affect our financial position.

Risks Relating to our Indebtedness and the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes and with respect to our other indebtedness. We operate with a significant level of net debt, which may limit our long-term (that is, beyond 12 months from the date of this document) financial and operational flexibility. As at 30 September 2014, we had total indebtedness of £1,345 million. Subject to the limits that will be contained in the Indenture and limits under our current debt arrangements, including the Facilities Agreement, the 2015 Senior Notes, the 2017 Senior Notes and the 2020 Senior Notes, we may incur substantial additional debt from time to time. Similar to other entities with significant debt, we are subject to the risk that over the longer term we may be unable to generate sufficient cash flow to make scheduled payments on our debt, or may be unable to obtain sufficient funding to satisfy our obligations to service or refinance our debt. A failure to make scheduled payments or otherwise satisfy our obligations under our financing arrangements could result in indebtedness of our Group being accelerated. Our ability over the longer term to generate sufficient cash flow to make scheduled payments on our debt, and our ability to refinance our debt when due, and our ability 61 to fund any accelerated payments, will depend on our future results of operations, which will be affected by a range of economic, financial, regulatory, competitive and business factors, many of which are outside of our control. There is a risk that we may not, over the longer term, be able to refinance our existing borrowings or obtain additional debt financing or other types of credit facilities on commercially acceptable terms, or at all. If refinancing, additional debt or other types of credit facilities are not available to the Group on commercially acceptable terms or at all, this will have a material adverse effect on our business, longer-term liquidity, financial condition or prospects. We may be required to dedicate a significant proportion of our cash flow (as well as a significant portion of the proceeds from any refinancing or future capital raising made by us) to service our debt obligations, thereby reducing the funds available for operations and future business opportunities. Further, such levels of indebtedness may increase our vulnerability to general adverse economic conditions, limit our ability to make investments and place us at a competitive disadvantage to our competitors that have less debt. Moreover, our ability to obtain additional financing for our corporate purposes is restricted to what our existing financing arrangements contain, and any future financing agreements entered into by the Group are likely to contain, various covenants that (among other things) limit our ability to use assets as security in other transactions or incur additional borrowings. Over the longer term therefore, the Group's ability to fully implement the Business Transformation may be limited.

The terms of our existing debt agreements restrict our current and future operations, particularly our ability to respond to changes or to take certain actions. The Indenture will, and the terms of our existing debt agreements, including the Facilities Agreement, 2015 Senior Notes, 2017 Senior Notes and 2020 Senior Notes, contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to: • incur additional indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments;

• sell assets; • incur liens; • enter into transactions with affiliates; • enter into agreements restricting our subsidiaries' ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets. All of these limitations are subject to significant exceptions and qualifications. See “Description of Notes—Certain Covenants”. These covenants could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest. If the Company breaches any of these covenants, it may be in default under the Notes, the Facilities Agreement, the 2015 Senior Notes, the 2017 Senior Notes, the 2020 Senior Notes or other indebtedness. A significant portion or all of the Company's indebtedness may then become immediately due and payable. The Company may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, any default under the Indenture could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If the debt under the Notes or other debt instruments is accelerated, we may not have sufficient assets to repay amounts due thereunder. Our ability to comply with these provisions of the Indenture, the indenture relating to the 2020 Senior Notes, the Facilities Agreement and other agreements governing our other debt may be affected by changes in economic or business conditions or other events beyond our control. Our ability to comply with these provisions of the Indenture, the indenture relating to the 2020 Senior Notes, the Facilities Agreement and other agreements governing our other debt may be affected by changes in economic or business conditions or other events beyond our control.

We may not have enough cash available to service our debt. Our ability to make scheduled payments on the Notes and our other indebtedness, to refinance our debt or to fund other debt-like obligations, depends on our future operating and financial performance, which will be affected by our ability to implement successfully our business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond our control. Furthermore, certain of our

62 cash is subject to restrictions and may not be available to make payments on the Notes or our other indebtedness. If in the future we cannot generate sufficient cash to meet our debt service requirements or to fund other debt-like obligations, we may, among other things, need to refinance all or a portion of our debt, including the Notes, obtain additional financing, delay planned capital expenditures or sell material assets. If we are not able to refinance our debt as necessary, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt, including the Notes. In that event, borrowings under other debt agreements or instruments that contain cross-default or cross-acceleration provisions may become payable on demand, we may not have sufficient funds to repay all of our debts, including the Notes. In addition, we may distribute a significant amount of this cash and cash equivalents to the Parent's shareholders, use the cash to make acquisitions or enter into transactions that may be adverse to interests of holders of Notes or otherwise decrease the amount of cash on our balance sheet, which would adversely affect the ability of the Issuer to repay the interest or principal of the Notes offered hereby.

The Issuer has no assets other than the proceeds loans in respect of the Notes and the 2020 Senior Notes and will be dependent upon cash from the Parent and other subsidiaries in the Group to meet its obligations under the Notes and the 2020 Senior Notes. The Issuer currently has no revenue-generating operations. The only significant assets of the Issuer will consist of the proceeds loans in respect of the Notes. As such, the Issuer will be wholly dependent upon payments from the Parent and subsidiaries of the Group in order to service any payment obligations it may have under the Notes and the 2020 Senior Notes. The Group subsidiaries, however, may not be able to, may not be permitted under applicable law to or may be restricted by the terms of their existing or future indebtedness to advance upstream loans to the Issuer to make payments in respect of its indebtedness, including the Notes. In addition, the ability of any of the Group subsidiaries to make certain distributions may be limited by the laws of the relevant jurisdictions in which the subsidiaries are organised or located, including financial assistance rules, corporate benefit laws and other legal restrictions which, if violated, might require the recipient to refund unlawful payments. Further, while the Indenture limits the ability of the Group subsidiaries to incur contractual restrictions on their ability to make intercompany payments to us, these limitations are subject to certain significant qualifications and exceptions. Each Group subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from Group subsidiaries. Furthermore, you will not have any direct claim on the cash flow or assets of any of our non-Guarantor subsidiaries. Such subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make funds available to us for these payments. In the event that we do not receive payments from Group subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes. We may not have any other sources of funds that would allow us to make payments to holders of the Notes.

We may incur substantially more debt, which could exacerbate the risks to our financial condition described herein. We may need to incur additional debt in the future to complete acquisitions or capital projects or for working capital. Although the Indenture, the indenture relating to the 2020 Senior Notes, the Facilities Agreement and our other indebtedness may impose some limits on our ability to incur debt, these agreements permit the incurrence of significant additional debt if we satisfy certain conditions. In certain circumstances, we may incur substantial additional debt that could mature prior to the Notes, and which may be secured by liens on our assets. The incremental debt which we may be able to incur under the Notes may rank pari passu with the Notes and the Guarantees. If we incur new debt, the risks related to being a highly leveraged company that we now face, as described elsewhere in these “Risk Factors”, could intensify.

The Notes will be effectively subordinated to our secured indebtedness and structurally subordinated to the indebtedness and other obligations of our non-guarantor subsidiaries. The Notes are unsecured obligations of the Issuer and will be unsecured obligations of the Guarantors. Accordingly, the Notes will be effectively subordinated to obligations of secured indebtedness of the Guarantors, in each case to the extent of the value of the security securing such indebtedness. The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of our bankruptcy, insolvency, liquidation, dissolution, reorganisation or other insolvency proceeding, the proceeds from the sale of collateral securing our secured indebtedness will be available to pay obligations on the Notes only after all indebtedness secured by collateral has been paid in full. As a result, the holders of the Notes may receive less, ratably, than the creditors of our secured indebtedness in the event of our bankruptcy, insolvency, liquidation, dissolution, reorganisation or other insolvency proceeding. 63 The Notes will be structurally subordinated to any indebtedness of our subsidiaries that do not guarantee the Notes. As at 30 September 2014, our non-guarantor subsidiaries had approximately £39 million of indebtedness outstanding in addition to any trade payables and other liabilities outstanding. In the event of a liquidation, winding-up or dissolution or a bankruptcy, administration, reorganisation, insolvency, receivership or similar proceeding of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their own debt, their trade creditors and any preferred shareholders (if any) before they would be able to distribute any of their assets to the Issuer or any of the Guarantors. In particular, we conduct a material amount of our hedging transactions through a non-guarantor subsidiary, Thomas Cook Group Hedging Limited. This non-guarantor is the holding company for our Northern European operations (the entities of which also do not guarantee the Notes). As a result, the claims of the holders of the Notes upon the assets and business of our Northern European operations are structurally subordinated to the claims of the counterparties to such hedging transactions.

Enforcement of the Guarantees across multiple jurisdictions may be difficult. The Issuer is organised under the laws of England and Wales. The Notes will be guaranteed by the Guarantors organised under the laws of a number of different jurisdictions. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in any of these jurisdictions. The rights of holders of the Notes will thus be subject to the laws of a number of jurisdictions, and it may be difficult to enforce such rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi- jurisdictional proceedings are typically complex and costly for creditors' rights and often result in substantial uncertainty and delay in enforcement of creditor's rights. In addition, the bankruptcy, insolvency, administration and other laws of our jurisdiction of organisation and the jurisdiction of organisation of the Guarantors may be materially different from, or in conflict with, one another, including creditor's rights, priority of creditors, the ability to obtain post-petition interest and the duration of the insolvency proceeding. The application of these various laws in multiple jurisdictions could trigger disputes over which jurisdictions' law should apply and could adversely affect the ability to realise any recovery under the Notes or the Guarantees.

Relevant insolvency and administrative laws may not be as favourable to you, as insolvency laws of the jurisdictions in which you are familiar, and may limit your ability to enforce your rights under the Notes. The Issuer is incorporated in England and Wales and the Guarantors are incorporated or organised in various other jurisdictions, including Austria, Belgium, France, Germany, The Netherlands, Poland and Sweden. Some of our subsidiaries are incorporated or organised in jurisdictions other than those listed above and are subject to the insolvency laws of such jurisdictions. The insolvency laws of these jurisdictions may not be as favourable to your interests as creditors as the bankruptcy laws of the United States or certain other jurisdictions. In addition, there can be no assurance as to how the insolvency laws of these jurisdictions will be applied in relation to one another. In the event that any one or more of the Issuer or the Guarantors or the Parent's other subsidiaries experience financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings would be commenced, or the outcome of such proceedings. Applicable insolvency laws may affect the validity and enforceability of the obligations of the Issuer, the Guarantors and shareholders. See “Certain Insolvency Considerations; Limitations on Validity and Enforceability of Guarantees” for a summary of certain insolvency law considerations in some of the jurisdictions in which the Issuer and the Guarantors are or may be organised.

Fraudulent conveyance laws, bankruptcy regulations and other limitations on the Guarantees may adversely affect their validity and enforceability. The Guarantors will guarantee the payment of the Notes on a senior basis. The Guarantors are organised under the laws of Austria, Belgium, England and Wales, France, Germany, The Netherlands, Poland and Sweden. Although laws differ among various jurisdictions, in general, under fraudulent conveyance and other laws, a court could subordinate or void any guarantee and, if payment had already been made under the relevant guarantee, require that the recipient return the payment to the relevant guarantor, if the court found that: • the guarantee was incurred with actual intent to hinder, delay or defraud creditors or shareholders of the guarantor or, in certain jurisdictions, the recipient was merely aware that the guarantor was insolvent when it issued the guarantee; • the guarantor did not receive fair consideration or reasonably equivalent value for the guarantee and the guarantor: (i) was insolvent or rendered insolvent as a result of having granted the guarantee; (ii) was undercapitalised or rendered undercapitalised because of the guarantee; or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity;

64 • the guarantee was entered into without a legal obligation to do so, is prejudicial to the interests of the other creditors and both the Guarantor and the beneficiary of the guarantee were aware of or should have been aware of the fact that it was prejudicial to the other creditors; • the guarantee was held to exceed the objects of the Guarantor or not in the best interests or not for the corporate benefit of the guarantor; or • the aggregate amounts paid or payable under the guarantee were in excess of the maximum amount permitted under applicable law. The measure of insolvency for purposes of fraudulent conveyance laws varies depending on the law applied. Generally, however, a guarantor will be considered insolvent if it cannot pay its debts as they become due and/or if its liabilities exceed its assets. If a court decided to void any Guarantee as a fraudulent conveyance, or held it unenforceable for any other reason, you would cease to have any claim in respect of the Guarantor and would be a creditor solely of the Company and the remaining Guarantors.

There are circumstances other than repayment or discharge of the notes under which the guarantees will be released automatically, without your consent or the consent of the Trustee. Under various circumstances, the Guarantees will be released automatically, including: • in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, amalgamation or consolidation) to a person that is not (either before or after giving effect to such transaction) the Parent or a restricted subsidiary of the Parent, if the sale or other disposition does not violate the provisions set forth under the caption “Description of Notes—Repurchase at the Option of Holders—Asset Sales;” • in connection with any sale or other disposition of all of the capital stock of that Guarantor to a person that is not (either before or after giving effect to such transaction) the Parent or a restricted subsidiary of the Parent, if the sale or other disposition does not violate the provisions set forth under the caption “Description of Notes—Repurchase at the Option of Holders—Asset Sales;” • if such Guarantor is a restricted subsidiary and the company designates such Guarantor (or any parent entity thereof) as an unrestricted subsidiary in accordance with the applicable provisions of the Indenture; • upon legal defeasance or covenant defeasance as described under the caption “Description of Notes-Legal Defeasance and Covenant Defeasance” or upon satisfaction and discharge of the Indenture as described under the caption “Description of Notes—Satisfaction and Discharge”; • at any time that such Guarantor is released from its guarantee under the Facilities Agreement; and • as described under “Description of Notes-Amendments and Waivers”.

There are Guarantors that represented greater than 20% of the Group’s consolidated EBITDA or net assets as of and for the year ended 30 September 2014. Two individual Guarantors represented greater than 20% of the Group’s consolidated EBITDA or net assets as of and for the year ended 30 September 2014. TCCT Retail Limited represented 6% (199,745,000) and 21% (£104,931,000) of the Group’s consolidated total assets and EBITDA, respectively. It was incorporated on 5 October 2010, has the registered address of The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire United Kingdom, PE38SB and the registration number 07397858. TCCT Retail Limited acts predominantly as a retail travel agent via its high street travel agency stores, and in that capacity, acts as booking agent for both in-house and third party suppliers of travel and travel-related products and services. There are no risks specific to it that could impact on its guarantee nor any encumbrances on its assets that could materially affect its ability to meet its obligations under the guarantee. Condor Flugdienst GmbH represented 10% (336,299,000) and 28% (£139,937,000) of the Group’s consolidated total assets and EBITDA. respectively. It was incorporated on 21 December 1955, has the registered address of Condor Platz, 60549 Frankfurt am Main, Germany and the registration number HRB83385. Condor Flugdienst GmbH provides flights for passengers and freight between Germany and short, medium and long-haul destinations. There are no risks specific to it that could impact on its guarantee nor any encumbrances on its assets that could materially affect its ability to meet its obligations under the guarantee.

65 We may not be able to raise the funds necessary to finance a change of control offer required by the Indenture. Upon the occurrence of certain change of control events, the Issuer is required to offer to repurchase all of the outstanding Notes at a price of 101 per cent. of the face amount of the Notes plus accrued and unpaid interest to the date of the repurchase. The Issuer maybe dependent upon payments from the Parent and the Group subsidiaries to fund a repurchase of the Notes. In addition, mandatory prepayment may be triggered under other financing agreements. We cannot assure you that the Parent and the Group subsidiaries will have the cash available for distribution to us to fund our repurchase obligations following a change of control. If the Parent or the Group's other subsidiaries cannot make payments to the Issuer to fund a change of control offer in relation to the Notes, we could attempt to arrange debt or equity financing to fund our repurchase obligations. However, we may not be able to do so on favourable terms or at all. Any failure by us to repurchase Notes following a change of control will constitute an event of default with respect to the Notes. See “Description of Notes—Change of Control”.

We are exposed to interest rate risks. Shifts in such rates may adversely affect our debt service obligations. We are exposed to the risk of fluctuations in interest rates under certain of our debt instruments including under the Facilities Agreement. Although we enter into various derivative transactions with a view to managing exposure to movements in interest rates, there can be no assurance that we will be able to fully manage our exposure or to continue to do so at a reasonable cost. Any failure or inability to manage our exposure to interest rate rises may increase our borrowing costs and could have a material adverse effect on our business, financial condition and results of operations.

You may be unable to recover in civil proceedings for U.S. securities laws violations. The Issuer is organised under the laws of England and Wales and the Guarantors are organised under the laws of various other jurisdictions, including Austria, Belgium, France, Germany, The Netherlands, Poland and Sweden. It is anticipated that some or all of the directors and executive officers of the Issuer and each of the Guarantors will be non-residents of the United States and that some or all of their assets will be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Issuer, the Guarantors or its or their respective directors and executive officers, or to enforce any judgments obtained in U.S. courts predicated upon civil liability provisions of the U.S. securities laws. In addition, neither the Issuer nor the Guarantors assure you that civil liabilities predicated upon the federal securities laws of the United States will be enforceable in any of the above mentioned jurisdictions. See “Service of Process and Enforcement of Civil Liabilities”.

Investors may face foreign exchange risks by investing in the Notes. The Notes will be denominated and payable in euros. If investors measure their investment returns by reference to a currency other than euros, an investment in the Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the euro relative to the currency by reference to which such investors measure the return on their investments. These changes may be due to economic, political and other factors over which we have no control. Depreciation of the euro against the currency by reference to which such investors measure the return on their investments could cause a decrease in the effective yield of the Notes below their stated coupon rates and could result in a loss to investors when the return on the Notes is translated into the currency by reference to which such investors measure the return on their investments. Investments in the Notes by U.S. investors may also have important tax consequences as a result of foreign exchange gains or losses, if any. See “Tax Considerations”.

Transfer of the Notes will be restricted, which may adversely affect the value of the Notes. Because the Notes have not been, or will not be, registered under the U.S. Securities Act or the securities laws of any other jurisdiction, they may not be offered or sold in the United States except to QIBs in accordance with Rule 144A, in offshore transactions in accordance with Regulation S or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and all other applicable laws. These restrictions may limit the ability of investors to resell the Notes. It is the obligation of investors in the Notes to ensure that all offers and sales of the Notes within the United States and other countries comply with applicable securities laws. See “Notice to Investors”.

Your ability to transfer the Notes may be limited by the absence of an active trading market, and an active trading market may not develop for the Notes. The Notes will be new issues of securities for which there is no established trading market. We cannot assure you that the Notes will become or will remain listed. In addition, the Initial Purchasers intend to make 66 a market in the Notes, as permitted by applicable laws and regulations. However, the Initial Purchasers are not obligated to make a market in the Notes and, if commenced, may discontinue their market-making activities at any time without notice. Therefore, an active market for the Notes may not develop or be maintained, which could adversely affect the market price and the liquidity of the Notes. In that case, the holders of the Notes may not be able to sell their Notes at a particular time or at a favourable price. Even if an active trading market for the Notes does develop, there is no guarantee that it will continue. Historically, the market for non-investment grade debt has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The market, if any, for the Notes may experience similar disruptions and any such disruptions may adversely affect the liquidity in that market or the prices at which you may be able to sell your Notes. In addition, subsequent to their initial issuance, the Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the relevant clearing system to exercise any rights and remedies. Unless and until Notes in definitive registered form, or definitive registered notes are issued in exchange for book-entry interests (which may occur only in very limited circumstances), owners of book- entry interests will not be considered owners or holders of Notes. The common depositary of Euroclear/Clearstream (or its nominee) will be the sole registered holder of the Global Note. Payments of principal, interest and other amounts owing on or in respect of the relevant global note representing the Notes will be made to the Principal Paying Agent for further credit to Euroclear/Clearstream. Thereafter, these payments will be credited to participants' accounts that hold book-entry interests in the global note representing the Notes and credited by such participants to indirect participants. After payment to Euroclear/Clearstream (or its nominee) we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest in the relevant Notes, you must rely on the procedures of Euroclear or Clearstream, as applicable, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of the relevant Notes under the Indenture. Unlike the Noteholders themselves, owners of book-entry interests will not have any direct rights to act upon any solicitations for consents, requests for waivers or other actions from Noteholders. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream or, if applicable, from a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any matters or on a timely basis. Similarly, upon the occurrence of an event of default under an Indenture, unless and until the relevant definitive registered Notes are issued in respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through Euroclear or Clearstream. We cannot assure you that the procedures to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of rights under the Notes.

Investors in the Notes may have limited recourse against the independent auditors. See “Independent Auditors” for a description of the independent auditors' reports, including language limiting the auditors' scope of duty in relation to such reports and the consolidated financial statements to which they relate. In particular, in respect of the audit reports relating to the audited consolidated financial statements incorporated by reference in this Offering Memorandum, PricewaterhouseCoopers LLP, in accordance with guidance issued by The Institute of Chartered Accountants in England and Wales, provide: “This report, including the opinions, has been prepared for and only for the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other person to whom this report is shown or into whose hands it may come save where we expressly, agreed by our prior consent in writing”. Investors in the Notes should understand that in making these statements the independent auditors confirmed that they do not accept or assume any liability to parties (such as the purchasers of the Notes) other than Thomas Cook Group plc and its members, as a body, with respect to the report and to the independent auditors' audit work and opinions. The SEC would not permit such limiting language to be included in a registration statement or a prospectus used in connection with an offering of securities registered under the U.S. Securities Act or in a report filed under the U.S. Exchange Act. If a U.S. court (or any other court) were to give effect to the language quoted above, the recourse that investors in the Notes may have against the independent auditors based on their reports or the consolidated financial statements to which they relate could be limited.

Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to the structure, market, additional risk factors discussed herein and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal by the rating agency at any time. No assurance can be given that a credit rating will remain constant for any given period of time or that a credit rating will not be lowered or withdrawn entirely by the credit rating agency if, in its judgment, circumstances in the future so warrant. A suspension, reduction or withdrawal at any time of the credit rating assigned to the Notes by one or more of the credit rating agencies may adversely affect the cost and terms and conditions of our financings and could adversely affect the value and trading of the Notes.

USE OF PROCEEDS The net proceeds of the Offering, which are expected to amount to £308 million (based on an exchange rate of €1.28 to £1.00), will be used, in the sole discretion of the Company, to redeem any or all of the 2015 Senior Notes pursuant to a tender offer, to redeem any remaining 2015 Senior Notes at maturity or to purchase any or all of the 2015 Senior Notes on the secondary market and to enable the cancellation of the Additional Facility.

CAPITALISATION The following table sets forth the cash and cash equivalents and the capitalisation of Thomas Cook as of 30 September 2014 on a historical basis and as adjusted to reflect the issue of the Notes, the use of proceeds therefrom, and certain other pro forma adjustments as if these had occurred on 30 September 2014. The historical consolidated financial information has been derived from the 2014 Audited Annual Financial Information. This table should be read in conjunction with “Overview of Business Performance and Operating and Financial Review” and “Description of Certain Financing Arrangements” and the consolidated financial statements and the accompanying notes incorporated by reference or included herein. Except as set forth below, there have been no other material changes to our capitalisation since 30 September 2014.

As of 30 September 2014

Historical As Adjusted

(£ in millions)

Cash and cash equivalents(1) ...... 1,019 1,327 Debt

Notes offered hereby(2) ...... — 313 2015 Senior Notes ...... 310 310 2017 Senior Notes ...... 297 297 2020 Senior Notes ...... 408 408 Commercial Paper ...... 82 82 Finance leases ...... 181 181 Other borrowings ...... 92 92

Total gross borrowings ...... 1,370 1,683 Borrowing Costs(3)...... (25) (30)

Total borrowings ...... 1,345 1,653 Total equity ...... 285 285

Total capitalisation ...... 1,630 1,938

(1) Cash and cash equivalents include cash deposits, cash in transit between entities within the Group, and cash held in the Group's retail stores. Cash is principally held in euro and pound sterling. (2) For presentational purposes, amounts have been converted into pounds sterling. Convenience translation in pounds sterling based on an exchange rate of €1.28 to £1.00. (3) Borrowing costs represents the costs that are directly incurred in connection with the issue of a capital instrument, that is those costs that would have not have been incurred had the specific capital instrument not been issued, and are amortised over the life of the instruments.

SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

Consolidated Statement of Group Income Data

Financial year ended 30 September

2012 2012(3) 2013 2013(4) 2014 (restated) (restated)

(£ in millions)

9,491. 9,49 9,195. 9,19 9,314. 9,31 9,3 8.5 Revenue ...... 2 — 1.2 0 — 5.5 5 — 4.5 9,315 — 15 8,588 — 88 Cost of providing (7,421 (7,41 (7,169 (7,16 (7,255 (7,29 (7,256 (7,2 (6,672 (6,7 tourism services ...... 5) 5.6 5.9) .2) 5.6 3.6) .7) (38.5) 4.2) ) (39) 95) ) (48) 20) 2,069. 2,07 2,025. 2,03 2,058. 2,02 2,0 1,8 Gross profit ...... 7 5.6 5.3 8 5.6 1.4 8 (38.5) 0.3 2,059 (39) 20 1,916 (48) 68 Personnel (1,108 (1,15 (1,067 (1,10 (1,035 (1,07 (1,036 (1,0 (93 expenses ...... 6) (42.6) 1.2) .6) (39.5) 7.1) .7) (40.2) 5.9) ) (40) 76) (913) (26) 9) Depreciation and (159.6 (171. (155.6 (167. (161.7 (171. (17 (17 amortisation ...... ) (12.3) 9) ) (12.3) 9) ) (10.0) 7) (162) (10) 2) (173) — 3) Net operating (645.4 (115.9 (761. (625.6 (101.4 (727. (598.3 (122.4 (720. (72 (63 expenses ...... ) ) 3) ) ) 0) ) ) 7) (598) (122) 0) (507) (126) 3) Profit/(loss) on disposal of assets ...... — 17.9 17.9 — 19.1 19.1 — (8.0) (8.0) — (8) (8) — (19) (19) Impairment of goodwill and amortisation of business combination (328.1 (328. (218.6 (218. (31.0 intangibles ...... — ) 1) — ) 6) — (31.0) ) — (31) (31) — (50) (50) (Loss)/profit from (475.4 (319. (347.1 (170. (250.1 operations ...... 156.1 ) 3) 177.0 ) 1) 263.1 ) 13.0 263 (250) 13 323 (269) 54 Share of results of associates and joint venture ...... 2.1 — 2.1 2.1 — 2.1 0.7 — 0.7 1 — 1 2 — 2 (Loss)/profit on disposal of associates ...... — (0.9) (0.9) — (0.9) (0.9) — (0.4) (0.4) — — — — — — Net investment income/(loss) ...... 0.4 — 0.4 0.4 — 0.4 0.4 — 0.4 — — — — — — Finance income...... 48.6 — 48.6 6.7 41.4 48.1 6.4 41.2 47.6 6 — 6 10 40 10 (194.5 (216. (129.9 (216. (152.4 (219. (18 (18 Finance costs ...... ) (21.7) 2) ) (86.5) 4) ) (67.0) 4) (152) (31) 3) (153) (27) 0) (Loss)/profit (498.0 (485. (393.1 (336. (276.3 (158. (16 (11 before tax ...... 12.7 ) 3) 56.3 ) 8) 118.2 ) 1) 118 (281) 3) 182 (296) 4) (104. (104. (49.5 Tax ...... 8) 1) ) (50) (1) (Loss)/profit for the year from continuing (590. (440. (207. (21 (11 operations ...... 1) 9) 6) 3) 5) Discontinued operations (Loss)/profit for the year from discontinued (149. (149. operations 2) 2) 0.3 (Loss)/profit for (590. (590. (207. the year 1) 1) 3)

(1) Underlying profit/(loss) from operations is a non-IFRS measure. The Group defines underlying profit/(loss) from operations as profit/(loss) from operations adjusted to exclude all separately disclosed items. (2) Separately disclosed items (i.e., the difference between “Underlying results” and “Total” in respect of each year) include reorganisation and restructuring costs, costs associated with refinancing, impairment of intangible assets, amortisation of business combination intangibles, IAS39 fair value re-measurement, (loss)/profit on disposal of associates, exceptional items affecting finance costs and other exceptional items. (3) The results for the year ended 30 September 2013 have been calculated excluding the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The audited consolidated financial statements for the year ended 30 September 2012 were restated accordingly. (4) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly.

Consolidated Balance Sheet Data (at end of period)

As of 30 September

2012 2013 2014

(£ in millions)

Non-current assets

Intangible assets ...... 3,158.9 3,155 2,873 Property, plant and equipment:

Current assets

Non-current assets held for sale ...... — 70 — Total assets ...... 5,906.8 6,285 5,794 Current liabilities

Liabilities related to assets held for sale ...... — (17) — Non-current liabilities

Total liabilities ...... (5,448.9) (5,737) (5,509) Net assets ...... 457.9 548 285 Equity

Consolidated Cash Flow Statement Data

Financial year ended 30 September

2013(1) (restated and unaudited 2012 2013 ) 2014

(£ in millions)

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. As a result of this different basis of preparation, the data presented for the years ended 30 September 2014 and 30 September 2013 (restated) is not directly comparable to the data presented for the years ended 30 September 2013 and 30 September 2012.

OVERVIEW OF BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW The following discussion of our business performance and results of operations should be read in conjunction with the Financial Statements. Our audited consolidated financial statements as of and for the financial years ended 30 September 2014, 30 September 2013 and 30 September 2012 and prepared in accordance with IFRS are included in the Financial Statements for each such financial year, which have been incorporated by reference into this document. Some of the information contained in the following discussion, including information with respect to our plans and strategies for our business and expected sources of financing, contains forward-looking statements that involve risk, uncertainties and assumptions. See “Forward-Looking Statements”. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set out in “Risk Factors”. References below to “2014”, “2013” and “2012” are to the financial years ended 30 September 2014, 30 September 2013 and 30 September 2012, respectively. The financial information set out in this section has been rounded for ease of presentation. Accordingly, in certain cases, the sum of numbers in a column in a table may not conform to the total figure given for that column.

General

Background We are one of the world's leading leisure travel companies. We currently have operations in 15 source markets across Europe. We operate under strong and well-recognised brands, including Thomas Cook, Neckermann, Condor, Jet tours, Ving, Spies and Tjäreborg, and enjoy a number one or two position (measured by revenues) among traditional package tour operators in our most significant source markets, being the UK, Germany and Northern Europe. In the year ended 30 September 2014, more than 19.7 million customers travelled with our Group and we generated revenue of £8.6 billion, underlying profit from operations of £323 million, and underlying profit before tax of £182 million. As at 30 September 2014, we had 22,672 employees and operated a combined fleet of 88 aircraft through our Group Airline Business. We offer a wide range of holiday options, including traditional pre-packaged holidays, independent travel products (which include dynamically-packaged holidays and individual holiday components) and a selection of travel-related financial services. We also provide certain ancillary travel services, such as duty free shopping and processing passenger baggage at airports. Our largest product category is traditional pre- packaged holidays, where two or more components of travel, such as charter flights (often using our own airlines), hotels and transfers are bundled together and offered for sale as a single product. We sell traditional pre-packaged holidays directly to customers through our retail outlets, websites and call centres as well as on a business-to-business basis to third party travel agents. The independent travel products offered by our Group encompass dynamically-packaged holidays (where customers can tailor their holiday by bundling together individual holiday components to meet their personal requirements with regard to destination, duration, variety, quality and price), individual holiday components and scheduled tours. We typically aggregate the various components from a wide range of third party suppliers and sell this aggregate product either directly to customers or to third party travel agents on a business-to-business basis. We are paid a commission by the third party supplier based on the booking price paid by the customer. In addition, to complement our travel offerings, we provide travel-related financial services, including foreign currency, pre-paid foreign currency cards and travel insurance.

Summary financial information The following table sets out certain summary financial information in respect of the Group and the years ended 30 September 2014, 2013 and 2012:

Financial year ended 30 September

2014 2013(1) 2013 2012(2) 2012

(restated (restated and and

unaudited) unaudited)

(£ in millions) Revenue ...... 8,588 9,315 9,314.5 9,195.9 9,491.2 Underlying (loss)/profit from operations ... 323 263 263.1 177.0 156.1 (Loss)/profit before tax ...... (114) (163) 118.2 (336.8) (485.3) (Loss)/profit after tax ...... (115) (213) (207.6) (440.9) (590.1) Separately disclosed items ...... (296) (281) (276.3) (393.1) (498.0)

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. (2) The results for the year ended 30 September 2013 have been calculated excluding the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The audited consolidated financial statements for the year ended 30 September 2012 were restated accordingly.

The following table sets out reconciliation of (loss)/profit for the period from continuing operations to underlying (loss)/profit from operations in respect of the Group in the years ended 30 September 2014, 2013 and 2012:

Financial year ended 30 September

2014 2013(1) 2013 2012(2) 2012

(restated (restated and and

unaudited) unaudited)

(£ in millions) (Loss)/profit for the period ...... (115) (213) (207.6) (440.9) (590.1) Discontinued operations ...... — — — — —

(Loss)/profit for the period from continuing operations ...... (115) (213) (207.6) (440.9) (590.1) Tax ...... 1 (50) 49.5 104.1 104.8

(Loss)/profit before tax ...... (114) (163) (158.1) (336.8) (485.3) Finance costs ...... 180 183 219.4 216.4 216.2 Finance income ...... 10 6 (47.6) (48.1) (48.6) Net investment income/(loss) ...... — — (0.4) (0.4) (0.4) (Loss)/profit on disposal of associates ..... — — 0.4 0.9 0.9 Share of results of associates and joint ventures ...... (2) (1) (0.7) (2.1) (2.1)

(Loss)/profit from operations 54 13 13.0 (170.1) (319.3)

Other ...... 95 73 73.1 27.7 (4.1) Impairment of goodwill and other intangible assets and amortisation of business combination intangibles ...... 50 31 32.0 233.9 368.7 Costs associated with refinancing ...... — 18 17.7 30.1 30.1 Reorganisation and restructuring costs .... 124 127 127.3 55.4 80.7

Underlying (loss)/profit from operations ...... 323 263 263.1 177.0 156.1

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. (2) The results for the year ended 30 September 2013 have been calculated excluding the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The audited consolidated financial statements for the year ended 30 September 2012 were restated accordingly.

Underlying (loss)/profit from operations is a non-IFRS measure. The Group defines underlying (loss)/profit from operations as loss or profit from operations excluding separately disclosed items. Separately disclosed items include reorganisation and restructuring costs, costs associated with refinancing, impairment of intangible assets, amortisation of business combination intangibles, IAS39 fair value re- measurement, (loss)/profit on disposal of associates, exceptional items affecting finance costs and other exceptional items. Underlying (loss)/profit from operations is not a measure of operating performance derived in accordance with IFRS, and should not be considered a substitute for gross profit, operating profit, (loss)/profit before tax, or other income data as determined in accordance with IFRS, or as a measure of profitability or liquidity. Underlying (loss)/profit from operations is included herein as a supplemental disclosure, because the Board believes that this measure provides useful comparative information to an investor and helps investors evaluate the performance of the underlying business. However, the Group's calculation of underlying profit from operations and (loss)/profit before tax may be different from the calculation used by other companies and therefore comparability may be limited.

Changes to segmental reporting Under IFRS 8, our operating segments for financial reporting purposes are required to be organised on the same basis as the manner in which information is presented to the Group Chief Executive (our “chief operating decision maker” under IFRS 8) for the purpose of resource allocation and assessment of performance. Accordingly, changes in the management structure of our Group have led, and may in the future lead, to changes in the relevant segments. In the year ended 30 September 2012, our Group was organised into five operating divisions: the UK, Central Europe, West Europe, Northern Europe and Airlines Germany.

77 In the year ended 30 September 2013, following changes in our Group's management structure, our Central Europe and West Europe operating segments became a single operating segment, Continental Europe. The operating segment information in our financial statements for the year ended 30 September 2012 was restated accordingly.

Revenue by operating segment The following table sets out the revenue of the Group by operating segment for the years ended 30 September 2014 and 30 September 2013:

Financial Year ended 30 September

2013 (restated and 2014 unaudited)(2)

(£ in millions)

UK ...... 2,529 2,932 Continental Europe(1) ...... 3,932 4,166 Northern Europe ...... 1,145 1,232 Airlines Germany ...... 982 985

Total revenue ...... 8,588 9,315

(1) The Continental Europe segment includes the results of Thomas Cook France. This was reported to the Group separately during the first six-month period of the financial year ended 30 September 2013 while a review of the business was undertaken. The management of Thomas Cook France formally passed to the Continental Europe management team on 1 April 2013. During the six- month period ended 31 March 2013, Thomas Cook France recorded total revenue of £151.3 million and an underlying loss from operations of £17.5 million. (2) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly.

The following table sets out the revenue of the Group by operating segment for the year ended 30 September 2012 (as restated to reflect the fact that the Continental Europe reporting segment combines the previous West Europe and Central Europe segments and France and to exclude the results of the North America segment which was classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The revenue for the year ended 30 September 2012 was restated accordingly):

Financial year ended 30 September 2012 (restated and unaudited)

(£ in millions)

UK ...... 3,109.4 Continental Europe ...... 4,053.9 Northern Europe ...... 1,167.1 Airlines Germany ...... 864.6

Total revenue ...... 9,195.0

Underlying profit/(loss) from operations by operating segment The following table sets out the underlying profit/(loss) of the Group by operating segment for the years ended 30 September 2014 and 2013:

Financial Year ended 30 September

2013 (restated and 2014 unaudited)(3)

(£ in millions)

UK ...... 89 66 Continental Europe(1) ...... 102 78 Northern Europe ...... 101 109 Airlines Germany ...... 50 48 Corporate ...... (19) (38)

Total underlying loss from operations(2) ...... 323 263

(1) The Continental Europe segment includes the results of Thomas Cook France. This was reported to the Group separately during the first six months of the financial year ended 30 September 2013 while a review of the business was undertaken. The management of Thomas Cook France formally passed to the Continental Europe management team on 1 April 2013. During the six- month period ended 31 March 2013, Thomas Cook France recorded an underlying loss from operations of £17.5 million. (2) Underlying profit from operations is defined as earnings before interest and tax excluding separately disclosed items, the share of results of associates and joint ventures and net investment income. (3) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly.

The following table sets out the underlying profit/(loss) of the Group by operating segment for the year ended 30 September 2012 (as restated to reflect the fact that the Continental Europe reporting segment combines the previous West Europe and Central Europe segments and France and to exclude the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013):

Financial year ended 30 September 2012 (restated and unaudited)

(£ in millions)

UK ...... 12.7 Continental Europe ...... 52.1 Northern Europe ...... 100.9 Airlines German ...... 35.7 Corporate ...... (24.4)

Total underlying profit from operations(1) ...... 177.0

(1) Underlying profit from operations is defined as earnings before interest and tax excluding separately disclosed items, the share of results of associates and joint ventures and net investment income.

The following table sets out the underlying operating profit margin of the Group by operating segment for the year ended 30 September 2014 and 2013:

Financial year ended 30 September

2013(1) (restated and 2014 unaudited)

UK ...... 3.5% 2.3% Continental Europe ...... 2.6% 1.9% Northern Europe ...... 8.8% 8.8% Airlines Germany ...... 5.1% 4.9%

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. The following table sets out the underlying operating profit margin of the Group by operating segment in the year ended 30 September 2012 (as restated to reflect the fact that the Continental Europe reporting segment combines the previous West Europe and Central Europe segments and France and to exclude the results of the North America segment which has been classified as held for sale in the audited consolidated financial statements for the year ended 30 September 2013. The operating margin for the year ended 30 September 2012 was restated accordingly):

Financial year ended 30 September 2012 (restated and unaudited)

UK ...... 0.4% Continental Europe ...... 1.3% Northern Europe ...... 8.6% Airlines Germany ...... 4.1%

Principal factors that affect our results of operations and financial condition Our results of operations and financial condition have been influenced during the financial years ended 30 September 2012, 2013 and 2014 by various factors, including those summarised below, and we expect that these factors may continue to have an impact on our results of operations and financial condition in the future. For further information on some of the risks that may affect our results of operations and financial condition, see “Risk Factors”.

General economic conditions Our results of operations and financial condition are largely driven by customer demand for leisure goods and services, and the level of such demand, in turn, is affected by general economic conditions. Our results of operations are impacted by economic conditions in our source markets as well as those in destination markets. As spending on travel and tourism is discretionary and price-sensitive, conditions that reduce disposable income or consumer confidence—such as an increase in interest rates (which, among other things, may cause consumers to incur higher monthly expenses under mortgages), unemployment rates, direct or indirect taxes, fuel prices or other costs of living—have led, and may continue to lead, to consumers reducing or discontinuing their spending on travel or opting for lower-cost products offered by our Group or our competitors. Some of these factors have been, and may continue to be, particularly prevalent during periods of economic downturn or market volatility and disruption. Customer spending has been, and is expected to continue to be, impacted by short-term changes in customer demand and reduced consumer confidence in light of the uncertain economic outlook in many of our source markets and destination markets.

Generally, the period under review was characterised by continuing financial and economic uncertainty including as a result of the sovereign debt crisis. Since 2008, a number of European countries have suffered from recessions and a decline in GDP, and the GDP of our two largest source markets, Germany and the UK, fell five per cent. and four per cent., respectively, in 2009. Although a number of

80 countries are no longer in recession, the pace of recovery has been slow and economic growth remains modest and uncertain. Our source markets have experienced varying levels of economic growth, fiscal austerity and consumer sentiment since 2009. As a result, consumer spending in certain economies in Europe has been impacted more than others which has had a varying impact on the financial results of our operating segments. Many of our source markets have experienced declines in consumer confidence and spending power and, at best, slow economic growth. If such economic trends continue, levels of consumer spending in source markets with weakening economies may remain uncertain and subdued and, in particular, discretionary purchases such as leisure travel may only recover slowly or decline further. As a result of economic and other factors, revenue in the UK and certain European regions declined in 2012 and 2013. Total revenue in our UK operating segment decreased from £3,109.4 million in the year ended 30 September 2012 to £2,930.8 million in the year ended 30 September 2013 and £2,529 million in the year ended 30 September 2014 although other factors, including a decline in the number of people travelling to Egypt due to the political situation there and disposals of certain of our UK businesses have also contributed to the decline in revenue. Consumer spending in certain other source markets has, however, been impacted by economic and other factors to a lesser extent. For example, in our Northern Europe operating segment, total revenue has increased from £1,167.1 million in the year ended 30 September 2012 to £1,232.4 million in the year ended 30 September 2013 and £1,145 million in 2014. Accordingly, the results of our Group's operating segments are likely to continue to vary depending on the prevailing economic conditions in the relevant source markets.

Initiatives to reduce cost base and improve profitability Certain statements and targets in this section are forward-looking. They are based upon the Company's expectations and assumptions regarding the Group's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. Actual results and market developments may differ materially from those described below. See “Forward-looking Statements” and “Risk Factors” herein for a description of factors that may cause these statements not to materialise. We have a number of businesses which have, in recent years, significantly underperformed, being either loss-making or experiencing low or reduced profitability. This was particularly the case in the UK, North America, France and the CIS. This underperformance has adversely affected our financial condition and made us vulnerable to the challenging trading and macroeconomic conditions which we have faced since 2009 and a number of exceptional external shocks, such as the closure of European airspace due to volcanic ash clouds in April 2010 and the ongoing political and civil unrest in important MENA destinations. The combination of underperforming businesses in significant source markets, and external events and conditions which have been adverse to our businesses and operations, has significantly reduced our profitability and financial flexibility. This position was exacerbated by concerns as to our financial strength (for example, as a result of negative publicity in November 2011 following the announcement of discussions with our lending banks and our Group requiring an additional £200 million loan facility to manage our cash flow requirements through the seasonal cash low point at the end of December 2011). For the year ended 30 September 2012, underlying operating profit margin was 1.9 per cent., further demonstrating the need to reduce costs. For the year ended 30 September 2013, underlying operating profit margin increased to 2.8 per cent. and to 3.8 per cent. for the year ended 30 September 2014, in part as a result of our strategy to reduce our cost base. In response to underperformance in our business, a series of restructuring measures have been and continue to be implemented throughout our Group, comprising the Business Transformation, which are aimed at substantially reducing our cost base and increasing our profitability.

Asset acquisitions and disposals To strengthen our balance sheet, in July 2011 we began a programme of disposals of certain non-core assets. In the year ended 30 September 2012, our disposals generated net proceeds of £122.7 million, including £61.0 million of net proceeds from the Thomas Cook India Disposal in August 2012 and £54.8 million of net proceeds from the HCV Disposal in July 2012. In addition, our asset disposal programme generated £34.0 million in the year ended 30 September 2012 through the disposal of surplus office buildings in the Netherlands and Belgium and a vacant hotel in Mexico. Generally, such assets have not generated significant revenues, profits or losses for our Group in the periods under review. Accordingly, the impact of such disposals on our ongoing results of operations and on the comparability of our financial statements in different periods is limited. However, we have reduced certain costs as a result of the disposals. In the year ended 30 September 2012, we also completed an aircraft sale and leaseback, generating cash inflows of a further £189.4 million. We completed additional aircraft financing transactions in 2013 in order to finance aircraft for which we had contracted. In 2013, we undertook a further review of our portfolio of businesses to identify potential divestment opportunities, including those which we consider to be less material and nonstrategic. In the year ended 30 September 2013, we completed a number of disposals, including our loss-making North American business 81 which was sold to Red Label for a consideration of C$5.3 million. The sale was completed on 1 May 2013. Subsequent to 30 September 2013, we disposed of Thomas Cook Egypt and Thomas Cook Lebanon to Yusuf Bin Ahmed Kanoo (Holdings) Co WLL of Bahrain for a consideration of £6.5 million. The sale was completed on 4 October 2013. We disposed of our UK corporate foreign exchange business (Thomas Cook CFX Limited) for a consideration of £4.5 million to Moneycorp. The sale was completed on 18 November 2013. We disposed of Neilson Active Holidays Limited for a consideration of £9.2 million. The sale was completed on 10 December 2013. We disposed of 91.5 per cent. of our shareholding and loan note interests in The Airline Group Limited for a consideration of £38 million. The sale was completed on 20 March 2014. Lastly, on 11 December 2013, we agreed to dispose of Essential Travel, our UK ancillary travel products business, (which includes airport parking, airport hotels and lounges and travel insurance) to the Holiday Extras Group for a consideration of £2.1 million. Our disposals in 2013 generated net proceeds of approximately £107 million. In 2014, we have continued to divest non-core businesses. On 6 February 2014, we announced that we had completed the sale of Elegant Resorts, our UK luxury travel tour operator, to Al Tayyar, a travel group based in Saudi Arabia, for a consideration of £14.3 million. On 11 February 2014, we announced that we had agreed to sell Gold Medal, a distributor of long-haul flights, to dnata, a Dubai-based travel company that is part of the Emirates Group, for a consideration of £45.0 million. The sale was completed on 27 February 2014. On 27 May 2014, we announced that we had agreed to sell our UK corporate travel business, Cooperative Travel Management, to Mawasem Travel & Tourism Limited for a consideration of £13.5 million. The sale was completed on 24 June 2014. On 10 September 2014, the Group completed the sale of Intourist Egypt to Essam Michel for nil consideration. Our formal divestiture programme came to an end in June 2014, having generated gross proceeds of £138.5 million from 15 disposals in 15 months, thus meeting the Board's target of £100.0 million to £150.0 million, more than 15 months ahead of schedule. From time to time, however, we do and will continue to consider the sale, restructuring and/or reorganisation of certain of our businesses and assets, particularly when approached by third parties or where opportunities to streamline our business and improve our financial condition arise.

Jet fuel price movements We are exposed to fluctuations in jet fuel prices. Macroeconomic and political events, as well as energy-related factors, such as changes in the supply and demand for oil and oil-related products impact jet fuel prices. An increase in fuel prices leads to increased costs of operating our aircraft. Although the current lower oil price may reduce our cost of purchasing jet fuel, it is our policy to hedge at least 80% of our jet fuel cost prior to the start of each touristic season in order to mitigate the risk of adverse changes in the price of jet fuel. We are thus predominantly exposed to these hedged rates, rather than the spot rate. In addition, such arrangements do not completely protect us against jet fuel price volatility, can be limited in volume and duration and can be less effective during volatile market conditions.

Foreign exchange movements We incur foreign currency risk primarily on costs denominated in a currency other than the functional currency of the subsidiary or operating segment concerned. For example, in the UK operating segment, a decrease in the value of pound sterling will lead to an increase in foreign currency-denominated costs, including accommodation costs (primarily euro denominated) and U.S. dollar denominated fuel, aircraft leasing and aircraft maintenance costs. Our businesses based in the Eurozone are exposed primarily to costs denominated in U.S. dollars, in particular fuel and aircraft related costs. Aircraft related costs, including capital expenditure, may increase as the age of the Group's airfleet increases. Although we try to pass such increased costs to our customers through increased prices, any price increases may reduce demand, thereby negatively impacting our revenue. We use derivative financial instruments to hedge significant future transactions and cash flows denominated in foreign currencies. We enter into foreign currency forward, swaps and option contracts to manage our exchange rate exposures. To the extent that we cannot or do not adequately, accurately or effectively hedge these exposures, an increase in costs will have a negative impact on our results from operations. We also incur foreign currency risk as a result of certain segments reporting financial results in a different currency to pound sterling as applied to our consolidated financial statements. See “Exchange Rate Information” for the movements in exchange rate for pounds sterling, euro and U.S. dollar.

82 Seasonality The level of demand for our products and services fluctuates over the course of the calendar year and, while there are variations between our source markets, demand is generally highest in the summer season and lowest in the winter season. However, a significant proportion of our expenses are incurred more evenly throughout the year, for example aircraft leasing costs and personnel costs. Therefore, our profitability fluctuates during the year, with lower levels of profitability being achieved during the winter season and higher levels of profitability in the summer season. Our liquidity position is also at its strongest during the summer season due to payments received from the greater number of customers that are travelling at that time, while payments to hotels for accommodation are typically made after the customer has travelled and therefore reduces our liquidity position to a low point during the winter season. We have a seasonal trading cycle working capital profile. As with similar businesses in the travel sector, we operate with negative working capital. Debtors and revenues received in advance typically accumulate from January to a peak in June, in advance of the summer holiday season, when we typically have our greatest levels of negative working capital. Creditors typically increase from May through to September as hotels and flight costs are accrued and invoiced. Outflows typically occur in the fourth quarter of the calendar year and the first quarter of the following calendar year. Historically, our negative working capital therefore decreases through to November and December before increasing as a result of inflows in respect of the following calendar year. In the periods under review, management estimates that the average annual amount of this variation in our working capital is between £800 million and £850 million. We intend as part of our strategy to expand our sales of winter sun and city break products which are not as reliant on the peak summer season. If successful, this strategy may reduce, in part, our exposure to seasonality.

Impairments of goodwill and other intangible assets In 2011, we undertook a review of our financial condition which resulted in significant impairments and write-downs, the majority of which were non-cash and related to impairment of goodwill in our UK and North American businesses and a write-down of IT assets. Following deterioration in profitability and poor trading and reviews by new management in North America and France in the first half of 2012, as well as the decision to sell our Indian business, goodwill impairment losses totalling £299.6 million were recognised in the West Europe, North American and UK segments, of which £96.0 million related to the write-down of the carrying value of our Indian business and £94.4 million and £109.2 million related to the French and North American businesses, respectively, and reflected a decrease in management's estimates of the likely future profitability and cash flows of those businesses. Impairment of goodwill and asset valuation reviews in the year ended 30 September 2013 principally relates to the UK segment. The Egyptian and Lebanese businesses were written down to their recoverable amount and classified as held for sale. A review of the carrying value in the Group's investment in The Airline Group Limited resulted in a write up to the disposal value, giving rise to a gain of £29 million. A pre-disposal review of Neilson Active Holidays Limited and its subsidiaries resulted in an impairment of £13 million. A revaluation of specific investments held by the UK pension fund, with a value guaranteed by the Group, resulted in an impairment of £8 million. Pre-disposal impairments were made in respect of Essential Travel (£11 million), Gold Medal (£28 million) and Elegant Resorts (£2 million). In addition, a review of asset valuations in respect of assets held by the UK and Continental Europe segments resulted in impairment charges totalling £16 million. Impairments of goodwill and other intangible assets are disclosed separately in our financial statements in order to provide a more comparable view of our year-on-year trading performance as the Board does not believe that such items are as a result of normal operating performance. However, such items are ultimately reflected in our total profit or loss for the year and therefore impact our results of operations. We hold significant intangible assets which may in the future be subject to further write-downs. As at 30 September 2014, we held total assets of £5,794 million of which £2,873 million, or 50 per cent., were intangible assets.

Events affecting the global travel industry In the period under review, our results of operations have been affected by a number of events that have affected the global travel industry. More broadly, terrorist activities or concerns arising from a perceived terrorist threat may reduce customer demand for international travel, thereby affecting our results of operations. The political and civil unrest in MENA destinations since 2011 has reduced travel to these regions. Until recently, such destinations had been relatively inexpensive and attractive warm weather options for many of our Group's customers, particularly in winter. For example, MENA destinations had historically been a popular destination for our Group's French customers. However, following the Arab Spring in 2011, some of our businesses recorded losses. Some of our destinations within Europe, such as Greece and Spain, declined in popularity as holiday destinations in 2012, resulting from austerity measures as a result of economic uncertainty. The main markets in Greece and Spain have since returned to more normal levels. In the year ended 30 September 2014, customers travelling to Egypt declined by approximately

83 323,000 as compared to the previous year as a result of the ongoing political turmoil in the country, which had a negative impact on our revenue and profitability. In the year ended 30 September 2014, the market disruption in Egypt had a negative impact on revenue of approximately £177 million. Furthermore, approximately 8 per cent. and 21 per cent. of our package holiday customers for winter 2014/2015 and summer 2015 respectively have booked packages to Turkey, which has experienced domestic issues in the last several years resulting in various protests. Moreover, any escalation of the military conflict in Syria and/or Iraq, because of the proximity to Turkey, could result in customers canceling or avoiding travel to Turkey which, in turn, could have a negative impact on our revenue and profitability.

Current trading A description of our current trading is set out in “Summary—Recent Developments”.

Description of certain income statement line items The following discussion provides a description of the composition of certain line items in our Group's income statement for the periods under review. We separately disclose in the income statement: exceptional items; impairment of goodwill and amortisation of business combination intangibles; and IAS 39 fair value re-measurement. Exceptional items, namely items that are material because of either their size or their nature, and which are non-recurring, are presented within their relevant income statement category, but highlighted through separate disclosure. Our Board believes that the separate reporting of exceptional items helps provide a full understanding of our underlying performance. Items which are included within the exceptional category include: profits/(losses) on disposal of assets or businesses and costs of acquisitions; costs of integration of significant acquisitions and other major restructuring programmes; significant goodwill or other asset impairments; material write-down of assets/reassessment of accruals, reflecting a more cautious evaluation in the light of current trading and economic conditions (excluding errors or prior year items); and other individually material items that are unusual because of their size, nature or incidence.

Revenue Revenue is the aggregate amount of gross revenue receivable from inclusive tours, travel agency commissions receivable and other services supplied to customers in the ordinary course of business. Revenue relating to inclusive tours arranged by our leisure travel providers, including travel agency commission, insurance and other incentives, are recognised in the income statement on holiday departure. Revenue generated through travel agency commission on third-party leisure travel products is also recognised on holiday departure.

Cost of providing tourism services The cost of providing tourism services includes costs relating to accommodation, aviation, fuel, commissions and sales incentives, other airline-related costs and other cost of sales. The cost of providing tourism services also includes releases from the hedging reserve following recognition of hedged transactions, which include currency and fuel price hedges. In addition, the cost of providing tourism services includes the impact of movements in the time value of options in cash flow hedging relationships.

Personnel expenses Personnel expenses include wages and salaries, social security costs, share-based payments, travel expenses and other ancillary expenses relating to our personnel. Personnel expenses also comprise the cost of our defined contribution pension schemes and the current service cost, representing benefits accruing over the year, of our defined benefit pension schemes. Past service costs, gains on settlement and curtailment gains of our defined benefit pension schemes are also incorporated into personnel expenses.

Depreciation and amortisation Depreciation, amortisation and impairment provides for the consumption of intangible assets and property, plant and equipment as these are employed over their useful economic lives, taking into account estimated residual values. Estimated residual values and useful lives are reviewed annually.

84 Net operating expenses Net operating expenses include expenses relating to advertising, rents, building maintenance, information technology and communications, legal and consultancy fees and insurance. Impairment of current and non-current assets (other than goodwill) is also a net operating expense.

Profit/(loss) on disposal of assets Profit and loss from operations includes the disposal by our group of assets or businesses.

Impairment of goodwill and amortisation of business combination intangibles The determination of whether goodwill or intangible assets with an indefinite life are impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires us to estimate the future cash flows expected to arise from the cash- generating unit at a sustainable discount rate in order to calculate present value. Impairment of goodwill and amortisation of business combination intangibles is considered by management to be a cost that has arisen outside normal operating performance and is disclosed separately to enhance comparisons of year-on-year underlying trading performance.

Underlying profit/(loss) from operations Underlying profit or loss from operations is profit or loss from operations adjusted to exclude separately disclosed items, the share of results of associates and joint venture and net investment income.

Underlying operating profit/(loss) margin Underlying operating profit or loss margin is underlying profit or loss from operations divided by external revenue, except in the case of the Airlines Germany segment where total revenue is used as the denominator.

Share of results of associates and joint ventures Associates are entities, other than subsidiaries, over which we exert significant influence, but not control or joint control. Joint ventures are entities which we jointly control with one or more other parties under a contractual arrangement. Our income from associates and joint ventures comprises mainly hotel participations.

Profit/(loss) on disposal of associates Profit or loss from the disposal of entities, other than subsidiaries, over which we exert significant influence, but not control or joint control is considered by management to have arisen outside normal operating performance and is disclosed separately to enhance comparisons of year-on-year underlying trading performance.

Net investment income/(loss) Net investment income represents investment income offset by investment losses.

Net finance costs Net finance costs represent finance income offset by finance costs. Finance income comprises interest income on funds invested, expected return on pension plan assets and changes in the fair value of held for trading interest-related derivatives. Finance costs comprise interest costs on borrowings and finance leases, unwind of the discount on provisions, interest cost on pension plan liabilities, changes in the fair value of held for trading interest-related derivatives and the movement in forward points on outstanding foreign exchange forward contracts in cash flow hedging relationships.

Tax Tax represents the sum of tax currently payable and deferred tax. Tax is recognised in the income statement unless it relates to an item recognised directly in equity, in which case the associated tax is also recognised directly in equity.

Results of operations for the year ended 30 September 2014 compared with the year ended 30 September 2013 (restated)

Revenue Revenue for the year ended 30 September 2014 was £8,588 million, a 7.8 per cent. decrease from the £9,315 million of revenue for the same period in 2013. 85 Revenue decreased by £727 million for the year ended 30 September 2014, compared with the same period in 2013, principally as a result of the disposal of non-core businesses in the UK, the discontinuation of less profitable activities and due to foreign exchange translation losses of £507 million resulting from a strengthening of the pound to the euro. In addition, revenue was negatively impacted by continuing lower demand for holidays in Egypt as a result of ongoing social unrest. This decline was partially offset by an increase in revenue from new products, including our concept and partnership hotels. Revenue from new products (consisting of exclusive holidays and flexible trips) increased by £92 million, or 97.9 per cent., to £186 million for the year ended 30 September 2014, from £94 million for the year ended 30 September 2013. On a like-for-like basis, revenue for the year ended 30 September 2014 decreased by £180 million as a result of our focus on more profitable, higher quality products.

Cost of providing tourism services The underlying cost of providing tourism services for the year ended 30 September 2014 was £6,672 million, a 8.0 per cent. decrease from the £7,256 million underlying cost of providing tourism services for the same period in 2013. The decrease in the cost of providing tourism services reflected cost savings under our Wave 1 Transformation and the disposal of non-core businesses and the discontinuation of less profitable activities. This was partially offset by strategic operating investments in certain new products. The largest contribution to cost reduction came from our UK business, including the benefit of our store closure programme and further measures to streamline the tour operator business implemented in the year ended 30 September 2014.

Gross profit and gross profit margin The underlying gross profit for the year ended 30 September 2014 was £1,916 million, a 7.0 per cent. decrease from the £2,059 million of underlying gross profit for the same period in 2013. The underlying gross profit margin for the year ended 30 September 2014 was 22.3 per cent., a 0.2 percentage point increase from the underlying gross profit margin of 22.1 per cent. for the same period in 2013. On a like-for-like basis, gross margin increased by 0.6 percentage points in 2014, as compared to 2013. This increase was largely due to the incremental benefits realised in 2014 from the Wave 1 Transformation and improved gross margins in our UK business in the second half of the 2014.

Personnel expenses Underlying personnel expenses for the year ended 30 September 2014 were £913 million, a 11.9 per cent. decrease from the £1,036 million of underlying personnel expenses for the same period in 2013. The decrease in underlying personnel expenses was driven principally by a decrease in headcount across the Group as a result of our Improvement Initiatives and the disposal of certain non-core businesses. The average number of employees in our Group for the year ended 30 September 2014 decreased to 22,672, as compared with an average of 26,448 employees for the same period in 2013.

Depreciation and amortisation Underlying depreciation and amortisation for the year ended 30 September 2014 was £173 million, a 6.8 per cent. increase from the £162 million of underlying depreciation and amortisation for the same period in 2013. The increase in underlying depreciation and amortisation was principally as a result of the Group's capital expenditures on aircraft cabin refurbishment programme.

Net operating expenses Underlying net operating expenses for the year ended 30 September 2014 were £507 million, a 15.2 per cent. decrease from the £598 million of underlying net operating expenses for the same period in 2013. The decrease in underlying net operating expenses reflected the net impact of our Improvement Initiatives. In addition to significant cost savings in our UK business, we implemented restructurings of our businesses in France and Russia and achieved greater operational efficiency initiatives in our Group Airlines segment. These cost savings were partially offset by strategic operating investments and higher depreciation and amortisation expense. We continued to make investment in strategic operating costs to support the Business Transformation and our Wave 1 Transformation. These strategic investments included senior management appointments, investments in our IT systems and strategic marketing expenditure focused on web transition to support our omni-channel strategy.

Profit from operations The underlying profit from operations for the year ended 30 September 2014 was £323 million, a 22.8 per cent. increase from the £263 million of underlying profit from operations for the same period in 2013, mainly due to increased profitability of our UK and Continental Europe segments.

86 Net finance costs Underlying net finance costs (finance income less finance costs) for the year ended 30 September 2014 were £143 million, a 2.1 per cent. decrease from the £146 million of underlying net finance costs for the same period in 2013. The decrease in underlying net finance costs was driven principally by a lower cost of aircraft financing.

Profit before tax Underlying profit before tax for the year ended 30 September 2014 was £182 million, a 54.2 per cent. increase from the £118 million of underlying profit before tax for the same period in 2013.

Loss before tax-separately disclosed items The loss before tax relating to separately disclosed items for the year ended 30 September 2014 was £296 million, a 5.3 per cent. increase from the £281 million of loss before tax relating to separately disclosed items for the same period in 2013. The increase in the loss before tax relating to separately disclosed items was principally the result of a provision of £41 million for potential customer claims for flight delays under European legislation. This was partially offset by a reduction in other provisions and impairments of intangible assets to £104 million for the year ended 30 September 2014 from the £123 million of provisions and impairments of intangible assets for the year ended 30 September 2013 and lower restructuring and finance costs.

Tax Total tax charge for the year ended 30 September 2014 was £1 million, from £50 million of total tax for the same period in 2013. The decrease in total tax charge was principally the result of the increase in deferred tax assets recognised, mainly in respect of tax losses in our UK business.

Loss for the year The total loss for the year ended 30 September 2014 was £115 million, a 46 per cent. decrease from the £213 million total loss for the same period in 2013.

Segmental results of operations for the year ended 30 September 2014 compared with the year ended 30 September 2013 (restated)

United Kingdom

Total Revenue Total revenue of our UK segment for the year ended 30 September 2014 was £2,529 million, a 13.7 per cent. decrease from the £2,932 million of total revenue from our UK segment for the same period in 2013. Total revenue decreased by £403 million in the year ended 30 September 2014, compared with the same period in 2013, principally as a result of the impact of the UK Turnaround Plan. Our UK business concluded its divestiture programme in 2014. In addition to the disposal of non-core businesses, the UK also reduced capacity further to match customer demand and focus on higher quality products. This led to a like- for-like reduction in revenue of approximately £170 million.

Underlying profit from operations and operating profit margin Underlying profit from operations of our UK segment for the year ended 30 September 2014 was £89 million, an increase of £23 million as compared to £66 million of underlying profit from operations of our UK segment for the same period in 2013. As a consequence of the switch in customer demand from Egypt to the Canary Islands, margins in our UK business declined during the winter 2013/2014 season but recovered in the second half of the year ended 30 September 2014. This improved margin performance reflects higher-quality product offerings, with an increased proportion of our customers staying in our exclusive hotels, and the continuing delivery of our Improvement Initiatives. Further cost reductions were achieved through the simplification of the UK business's corporate structure, with the removal of duplicated back office functions and a rebalancing of the retail store network. The underlying operating profit margin of our UK segment for the year ended 30 September 2014 was 3.5 per cent., a 1.3 percentage point increase from the 2.4 per cent. underlying operating profit margin of our UK segment for the same period in 2013.

87 Continental Europe

Total revenue Total revenue of our Continental Europe segment for the year ended 30 September 2014 was £3,932 million, a 5.6 per cent. decrease from the £4,166 million of total revenue of our Continental Europe segment for the same period in 2013. The decrease in revenue was due to a strategic reduction in capacity in France and Russia as part of the restructuring of those businesses. Trading conditions in most of our source markets within Continental Europe were challenging, particularly in Germany, where consumer confidence fell in the last few months of the year ended 30 September 2014 and in Russia where demand to Eurozone destinations has been negatively impacted by the significant depreciation of the Russian rouble relative to the euro during 2014. In addition, macroeconomic conditions remain weak in certain other Continental European markets, such as France.

Underlying profit from operations and operating profit margin Underlying profit from operations for the year ended 30 September 2014 was £102 million, a 30.7 per cent. increase from the £78 million of underlying profit from operations for the same period in 2013.

Although reductions in capacity in France and Russia negatively impacted revenue, a focus on more profitable products significantly reduced losses in both of those markets. The profitability of our German business improved, mainly through increased passenger volumes to destinations in Turkey and Greece. However, this was partially offset by competitive market conditions and weaker consumer confidence during the latter part of the 2014 summer season, which impacted margins and profitability. Losses in our French and Russian business were reduced as a result of the implementation of turnaround plans and strategic reductions in capacity. These improvements represent a strong performance in challenging trading conditions, which have been impacted by economic and geopolitical factors. The French tourism market continues to be depressed by reduced demand to North African destinations and a weak domestic economy. The ongoing political crisis in Ukraine, sanctions and lower oil prices have all contributed to a depreciation of the Russian rouble relative to other currencies, which has negatively impacted our Russian business. The underlying operating profit margin of our Continental Europe segment for the year ended 30 September 2014 was 2.6 per cent., a 0.7 percentage point decrease from the 1.9 per cent. underlying operating profit margin of our Continental Europe segment for the same period in 2013.

Northern Europe

Total revenue Total revenue of our Northern Europe segment for the year ended 30 September 2014 was £1,145 million, a 7.1 per cent. decrease from the £1,232 million of total revenue of our Northern Europe segment for the same period in 2013. This decrease was principally due to foreign currency exchange losses. Revenue for the year ended 30 September 2014 remained in line with the same period in 2013 on a like-for-like basis, despite challenging market conditions. We continued to develop our range of Concept Hotels, which helped to improve average selling prices and increase customer numbers. In addition, we increased the scale of our dynamic packaging business and increased ancillary sales, such as our in-sourced duty free business.

Underlying profit from operations and operating profit margin Underlying profit from operations of our Northern Europe segment for the year ended 30 September 2014 was £101 million, a 7.3 per cent. decrease from the £109 million of underlying profit from operations of our Northern Europe segment for the same period in 2013. Trading conditions in our Northern Europe source have been challenging, with increased margin pressure from low-cost carriers and overcapacity in the flight market. As well as competitive conditions in the late summer market, which lowered margins, the winter season in 2013/2014 was disrupted by the impact of the political situation in Egypt and consequent over capacity in the Canaries. This has been offset by the growth of our in-sourced duty free business and in sales of our Concept Hotels offerings, which improved profitability of the Northern Europe segment. In addition, we have further streamlined our cost base by taking advantage of economies of scale in our business model. The underlying operating profit margin of our Northern Europe segment for the year ended 30 September 2014 was 8.7 per cent., a 0.1 percentage point decrease from the 8.8 per cent. underlying operating profit margin of our Northern Europe segment for the same period in 2013.

88 Airlines Germany

Total revenue Total revenue for the year ended 30 September 2014 was £982 million, a 0.3 per cent. decrease from the £985 million of total revenue for the same period in 2013. On a like-for-like basis, revenue in our Airlines Germany segment increased by approximately £40 million despite substantial competitive pressure in the European airline market. Despite a yield reduction of 3 per cent. and a decrease of 0.7 per cent. in load factor for short/medium haul flights, like-for-like revenue increased due to higher earning capacity as a result of increased seat capacity following the replacement of A320 aircraft with larger A321 aircraft and the refurbishment of our remaining A320 fleet, which increased the number of seats per aircraft. In the long haul market, yields benefited from the refurbishment of the entire 767 fleet with the introduction of a competitive “lie-flat” business class option.

Underlying profit from operations and operating profit margin Underlying profit from operations for the year ended 30 September 2014 was £50 million, a 4.2 per cent. increase from the £48 million of underlying profit from operations for the same period in 2013. Gross margin increased by 0.9 per cent. as a result of the implementation of the Wave 1 Transformation, which delivered profit improvements of approximately £37 million and offset increases in the price of landing and overflight costs, maintenance costs and irregularity costs, including European legislation governing customer compensation for delayed flights. In addition, ancillary revenues increased by more than 10 per cent. due to a focus on class upgrades and the introduction of pre-flight sales. Aircraft ownership costs increased due to the higher cost of our new A321 aircraft and increased depreciation expense following our aircraft refurbishment programme. The underlying operating profit margin for our Group's Airlines Germany segment for the year ended 30 September 2014 was 3.8 per cent., a 0.1 percentage point increase from the 3.7 per cent. underlying operating profit margin of our Airlines Germany segment for the same period in 2013.

Results of operations for the year ended 30 September 2013 compared with the year ended 30 September 2012 (restated)

Revenue Revenue for the year ended 30 September 2013 was £9,314.5 million, a 1.3 per cent. increase from the £9,195.0 million of revenue for the same period in 2012. Revenue increased by £119.5 million for the year ended 30 September 2013, compared with the same period in 2012, principally as a result of translation gains. In 2013, we pursued a strategy of closely managing capacity to market requirements in order to allow effective management of pricing and yield to achieve improved earnings and reduced in overall capacity by approximately 5 per cent. On a like-for-like basis, revenue for the year ended 30 September 2013 decreased by £29.0 million as a result of this planned capacity management strategy. In addition, our revenue in the summer 2013 season was negatively impacted by social unrest in Egypt. The reduction in sales volumes was to a significant extent offset by our yield management and dynamic pricing policies.

Cost of providing tourism services The underlying cost of providing tourism services for the year ended 30 September 2013 was £7,255.7 million, a 1.2 per cent. increase from the £7,169.2 million underlying cost of providing tourism services for the same period in 2012. The increase in the underlying cost of providing tourism services reflected an increase in jet fuel costs and commissions and sales incentives although this was offset in part by a reduction in other airline costs and an increase in accommodation costs.

89 The following table sets out our cost of providing tourism services by type, before separately disclosed items for the year ended 30 September 2013 and 2012, as a percentage of total costs in the relevant period:

Financial year ended 30 September

Year on year 2013 2012 change

Accommodation ...... 40% 40% 0% Transportation costs ...... 19% 19% 0% Jet fuel ...... 12% 12% 0% Commission and sales incentives ...... 6% 5% 1% Other airline related costs ...... 13% 13% 0% Other operating expenses ...... 10% 11% (1)%

Gross profit and gross profit margin The underlying gross profit for the year ended 30 September 2013 was £2,058.8 million, a 1.6 per cent. increase from the £2,025.8 million of underlying gross profit for the same period in 2012. The underlying gross profit margin for the year ended 30 September 2013 was 22.1 per cent., a 0.1 percentage point increase from the underlying gross profit margin of 22.0 per cent. for the same period in 2012. On a like-for-like basis, gross margin increased by 0.8 percentage points in 2013, as compared to 2012. This increase was largely due to the incremental benefits realised in 2013 from the Wave 1 Transformation, which reduced costs and contributed to gross margin improvement. Pricing and yield benefits have been delivered through improved capacity management as well as our improved capability in dynamic pricing across our businesses. This offset the negative impact that resulted from unusually warm weather in the summer of 2013 in the UK and Continental Europe.

Personnel expenses Underlying personnel expenses for the year ended 30 September 2013 were £1,035.7 million, a 3.0 per cent. decrease from the £1,067.6 million of underlying personnel expenses for the same period in 2012. The decrease in underlying personnel expenses was driven principally by a decrease in headcount across the Group as a result of our Improvement Initiatives and the disposal of certain businesses. The average number of employees in our Group for the year ended 30 September 2013 decreased to 26,448, as compared with an average of 32,250 employees for the same period in 2012.

Depreciation and amortisation Underlying depreciation and amortisation for the year ended 30 September 2013 was £161.7 million, a 3.9 per cent. increase from the £155.6 million of underlying depreciation and amortisation for the same period in 2012. The increase in underlying depreciation and amortisation was principally as a result of investments in IT systems and other infrastructure.

Net operating expenses Underlying net operating expenses for the year ended 30 September 2013 were £598.3 million, a 4.4 per cent. decrease from the £625.6 million of underlying net operating expenses for the same period in 2012. The decrease in underlying net operating expenses reflected the net impact of our Improvement Initiatives. This was partially offset by higher, volume-related airline costs and strategic operating expenditure investments that supported the Business Transformation, as well as inflationary and performance-related cost increases. Operating expenditure investments included e-commerce and IT systems and marketing expenditure in support of our omni-channel distribution strategy.

Profit from operations The underlying profit from operations for the year ended 30 September 2013 was £263.1 million, a 48.6 per cent. increase from the £177.0 million of underlying profit from operations for the same period in 2012, due to the implementation of our cost reduction and profit improvement initiatives.

Net finance costs Underlying net finance costs (finance income less finance costs) for the year ended 30 September 2013 were £146.0 million, a 18.5 per cent. increase from the £123.2 million of underlying net finance costs for the same period in 2012. 90 The increase in underlying net finance costs was driven principally by an increase in costs arising from the sale and leaseback of aircraft in 2012.

Profit before tax Underlying profit before tax for the year ended 30 September 2013 was £118.2 million, a 109.9 per cent. increase from the £56.3 million of underlying profit before tax for the same period in 2012.

Loss before tax—separately disclosed items The loss before tax relating to separately disclosed items for the year ended 30 September 2013 was £276.3 million, a 29.7 per cent. decrease from the £393.1 million of loss before tax relating to separately disclosed items for the same period in 2012. The decrease in the loss before tax relating to separately disclosed items reflected a reduction in impairment of goodwill and asset evaluation review and amortisation of business combination intangibles to £32.0 million, a 86.3 per cent. decrease from the £233.9 million of impairment of goodwill and other intangible assets and amortisation of business combination intangibles for the year ended 30 September 2012. This was offset in part by significantly higher reorganisation and restructuring costs in the year ended 31 September 2013, which increased by 129.8 per cent. to £127.3 million, from £55.4 million in 2012. This was due to the implementation of the Group's refinancing and the restructuring of its Continental Europe operating segment in 2013.

Tax Total tax charge for the year ended 30 September 2013 was £49.5 million, a 52.4 per cent. decrease from the £104.1 million of total tax for the same period in 2012. The decrease in total tax reflected a de-recognition of deferred tax previously recognised in the year ended 30 September 2013 decreased to £9.0 million, or 86.6 per cent., from the £67.1 million de-recognition of deferred tax previously recognised for the same period in 2012. As a result of the improved trading position of the Group, the de-recognition reflected the reduced likelihood of utilising related taxable losses within an acceptable time.

Loss for the year The total loss for the year ended 30 September 2013 was £207.3 million, a 64.9 per cent. decrease from the £590.1 million of total loss for the same period in 2012.

Segmental results of operations for the year ended 30 September 2013 compared with the year ended 30 September 2012 (restated)

United Kingdom

Total Revenue Total revenue of our UK segment for the year ended 30 September 2013 was £2,930.8 million, a 5.7 per cent. decrease from the £3,109.4 million of total revenue from our UK segment for the same period in 2012. Total revenue decreased by £178.6 million in the year ended 30 September 2013, compared with the same period in 2012, principally as a result of the impact of the UK Turnaround Plan. This focused on the improvement in the quality of earnings through improved yield management, facilitated by a reduction in committed capacity, and a reduction in unprofitable business in specialist markets. As a result, the number of customers for the year ended 30 September 2013 decreased by 10.0 per cent. compared with the same period in 2012.

Underlying profit from operations and operating profit margin Underlying profit from operations of our UK segment for the year ended 30 September 2013 was £66.3 million, an increase of £53.6 million as compared to £12.7 million of underlying profit from operations of our UK segment for the same period in 2012. The increase in underlying profit was driven principally by cost savings as a result of the implementation of the UK Turnaround Plan. The UK Turnaround Plan delivered cost savings of approximately £64 million as compared to 2012 and further savings of approximately £42 million were achieved through our Group-wide cost saving and profit improvement initiatives. The reduction in total revenue of the UK segment attributable to low or negative margin business in accordance with the UK Turnaround Plan led to a significant reduction in fixed operating costs.

91 The underlying operating profit margin of our UK segment for the year ended 30 September 2013 was 2.3 per cent., a 1.9 percentage point decrease from the 0.4 per cent. underlying operating profit margin of our UK segment for the same period in 2012.

Continental Europe

Total revenue Total revenue of our Continental Europe segment for the year ended 30 September 2013 was £4,166.3 million, a 2.8 per cent. increase from the £4,053.9 million of total revenue of our Continental Europe segment for the same period in 2012. The increase in revenue was achieved through leveraging and strengthening hotelier and airline relationships, which enabled us to add capacity during the seasons when demand was highest, resulting in the overall reduction in bookings being 12 per cent. ahead of capacity management.

Underlying profit from operations and operating profit margin Underlying profit from operations for the year ended 30 September 2013 was £77.5 million, a 48.8 per cent. increase from the £52.1 million of underlying profit from operations for the same period in 2012. Underlying profit from operations increased despite an underlying loss from operations in France of £20.7 million for the year ended 30 September 2013, as compared to an underlying loss from operations of £10.9 million for the same period in 2012. Operating profits were also reduced in Belgium and the Netherlands in 2012. There was also an improvement in the performance of our Russian business. However, profitability was also negatively impacted by pricing pressure in some markets. The underlying operating profit margin of our Continental Europe segment for the year ended 30 September 2013 was 1.9 per cent., a 0.6 percentage point decrease from the 1.3 per cent. underlying operating profit margin of our Continental Europe segment for the same period in 2012.

Northern Europe

Total revenue Total revenue of our Northern Europe segment for the year ended 30 September 2013 was £1,232.4 million, a 5.6 per cent. increase from the £1,167.1 million of total revenue of our Northern Europe segment for the same period in 2012. Reflecting market conditions, we reduced winter capacity by 4 per cent. and capacity for the full year by 1 per cent. This capacity reduction was offset by a combination of higher average sales prices and sales mix. The increase in total revenue was driven principally by an increase in average selling price compared with the same period in 2012, which offset a decrease in passenger numbers as a result of capacity management. In addition, we opened two new Sunprime concept hotels.

Underlying profit from operations and operating profit margin. Underlying profit from operations of our Northern Europe segment for the year ended 30 September 2013 was £109.5 million, a 8.5 per cent. increase from the £100.9 million of underlying profit from operations of our Northern Europe segment for the same period in 2012. Despite a challenging summer in 2013 as a result of very warm weather in the Nordics, gross margin remained strong with growth driven by yield management, a positive currency effect, reduced agent sales and the launch of the new Sunprime concept hotels which we lease. Operating expenses increased primarily as a result of the opening to these new leased hotels and insourcing of duty free goods logistics for our airlines. The underlying operating profit margin of our Northern Europe segment for the year ended 30 September 2013 was 8.9 per cent., a 0.3 percentage point increase from the 8.6 per cent. underlying operating profit margin of our Northern Europe segment for the same period in 2012.

Airlines Germany

Total revenue Total revenue for the year ended 30 September 2013 was £985.0 million, a 13.9 per cent. increase from the £864.6 million of total revenue for the same period in 2012.

92 The increase in total revenue was driven principally by the expansion of higher margin, long haul capacity following a reallocation of aircraft within the Group and a higher load factor. Total revenue does not include inter-segment sales which represent a significant portion of segment sales of Airlines Germany. Inter- segment sales of Airlines Germany for the year ended 30 September 2013 were £326.9 million, a 9.0 per cent. decrease from the £300.0 million of inter-segment sales for the same period in 2012.

Underlying profit from operations and operating profit margin Underlying profit from operations for the year ended 30 September 2013 was £48.2 million, a 35.0 per cent. increase from the £35.7 million of underlying profit from operations for the same period in 2012. The increase in underlying profit was driven by an increase in higher margin long haul capacity and a higher load factor. Our decision to reduce capacity in the short and medium haul market, especially in the winter, has led to significantly improved profitability.

The underlying operating profit margin for the Airlines Germany segment for the year ended 30 September 2013 (including intersegment sales) was 4.9 per cent., a 0.6 percentage point increase from the 3.1 per cent. underlying operating profit margin of our Airlines Germany segment for the same period in 2012.

Cash flow, liquidity and capital resources Our principal sources of funds are long-term borrowings (including three existing Eurobond note issues and secured aircraft financing), bank revolving credit facilities, uncommitted commercial paper issuances and cash flows from operating activities. Our principal application of funds has been to repay debt borrowed in past periods to fund acquisitions, for capital expenditure, to pay interest and prior to 2012 to pay dividends. Our liquidity position is significantly influenced by the booking and payment pattern of customers. In general, customers pay an initial deposit at the time of booking and then pay the balance to our Group before departure. We then typically pay our airline partner shortly before or on departure and the hotel accommodation provider up to 60 days after the stay. This payment profile provides us with a substantial working capital balance throughout the year, with a peak during the summer months and a low point during the winter.

Cash flow Our net cash flow comprises cash flows from operating activities, investing activities and financing activities. Our cash flows from operating activities relate primarily to our revenues and costs associated with the provision of tourism services, personnel expenses, net operating expenses, income taxes paid and movements in working capital. Our cash flows from investing activities relate primarily to purchases and disposals of subsidiaries, purchases and disposals of tangible fixed assets and purchases and disposals of intangible assets. Our cash flows from financing activities relate primarily to dividends and interest paid, the draw down and repayment of borrowings and proceeds received on sale and leaseback transactions. The following table sets out the main components of our cash flow in the year ended 30 September 2012, 2013 and 2014:

Financial year ended 30 September

2013(1) (restated and unaudited 2014 ) 2013 2012

(£ in millions)

Net cash inflow from operating activities ...... 335 339 341.1 151.9 Net cash from/(used in) investing activities ...... (78) (182) (181.8) 52.7 Net cash used in financing activities ...... (278) 476 475.6 (73.7) Net increase/(decrease) in cash and cash equivalents .... (21) 633 634.9 130.9 Cash and cash equivalents at end of year ...... 1,017 1,090 1,088.8 460.3

(1) The results for the year ended 30 September 2014 have been calculated to give effect to IAS 19. The comparable financial information for the year ended 30 September 2013 has been restated accordingly. As a result of this different basis of preparation, the data presented for the years ended 30 September 2014 and 30 September 2013 (restated) is not directly comparable to the data presented for the years ended 30 September 2013 and 30 September 2012.

93 Cash flow analysis in respect of the year ended 30 September 2014 and the year ended 30 September 2013 Cash and cash equivalents as at 30 September 2014 decreased by £70 million, or 6.4 per cent., to £1,019 million from £1,089 million as at 30 September 2013. Net cash inflow from operating activities for the year ended 30 September 2014 decreased by £4 million, or 1.2 per cent., to £335 million, from £341 million for the same period in 2013. This reflected a decrease in provisions of £51 million, which was offset by changes to working capital management.

Net cash outflow from investing activities for the year ended 30 September 2014 amounted to £78 million, as compared to £182 million for the same period in 2013. This was driven principally by the disposal of subsidiaries, resulting in a change in cash proceeds of £78 million for the year ended 30 September 2014, as compared to a loss on the disposal of subsidiaries (net of cash disposed) of £38 million for the year ended 30 September 2013. Net cash inflow used in financing activities for the year ended 30 September 2014 amounted to £278 million, as compared to a net cash inflow of £476 million for the same period in 2013. The Group drew down £125 million in borrowings in the year ended 30 September 2014, as compared to £1,084 million in the same period in 2013. This was offset by repayments of borrowings amounting to £208 million in the year ended 30 September 2014.

Cash flow analysis in respect of the year ended 30 September 2013 and the year ended 30 September 2012 The net cash inflow for the year ended 30 September 2013 increased by £504 million, or 385.0 per cent., to £634.9 million from £130.9 million for the same period in 2012. The net cash inflow from operating activities for the year ended 30 September 2013 increased by £187.1 million, or 123.2 per cent., to £339.0 million from £151.9 million for the same period in 2012. This increase reflected an increase in revenue and profitability and a decrease in receivables but was offset by movements in working capital which improved by £152.1 million from an outflow of £41.2 million in 2012 to an inflow of £193.3 million. As a result of a focus on improvements to trading and enhanced discipline in the management of working capital, receivables decreased by £111.8 million for the year ended 30 September 2013, as compared to £38.3 million for the same period in 2012. The net cash outflow from investing activities for the year ended 30 September 2013 amounted to £181.8 million, as compared to an net cash inflow of £52.7 million for the same period in 2012. This was driven principally by the disposal of Thomas Cook Canada Inc. and Thomas Cook USA Holdings Inc. to Red Label, under the terms of which £38 million in cash was included within the net assets disposed with the business, resulting in a cash outflow on disposal of subsidiaries of £37.8 million for the year ended 30 September 2013, as compared to proceeds on disposal of subsidiaries of £122.7 million for the year ended 30 September 2012. The net cash inflow from financing activities for the year ended 30 September 2013 increased to £1,083.6 million from a net cash outflow of £73.7 million for the same period in 2012. This increase was principally driven by an increase in drawn down borrowings for the year ended 30 September 2013 to £1,369.5 million from £869.2 million in the same period 2012. Net cash inflow from financing activities are improved as a result of a rights issue in June 2013. This was offset in part by an increase in repayment of borrowings using the proceeds of the rights offering and the sale of our North American business. Repayment of borrowings for the year ended 30 September 2013 increased to £1,083.6 million from £930.5 million in the same period 2012. The increase was further offset, in part, by an increase in interest paid of £21.0 million to £137.5 million for the year ended 30 September 2013 from £116.5 million in 2012 principally as a result of the sale and leaseback of aircraft in 2013. No dividends were paid in the year ended 30 September 2013, as compared to dividend payments of £32.7 million for the same period in 2012, as a result of restrictions on the payment of dividends contained in the Facilities Agreement.

Cash Our cash and cash equivalents largely comprise bank balances denominated in pound sterling, euro, U.S. dollars and other currencies for the purpose of settling current liabilities as well as balances arising from agency collection on behalf of our travel agencies. The following cash held by the Group is considered to be restricted: • cash held within escrow accounts in the UK, Switzerland and the Czech Republic in respect of local regulatory requirements; • cash held by White Horse, the Group's captive insurance company; and

94 • cash held in countries where exchange control restrictions are in force (Tunisia, Morocco and Cyprus).

Debt and financing arrangements

The 2020 Senior Notes In June 2013 the Company issued €525.0 million in aggregate principal amount of 2020 Senior Notes. The 2020 Senior Notes have a scheduled maturity of 15 June 2020 and a fixed rate of interest of 7.75 per cent. is payable in respect of the 2020 Senior Notes semi-annually in arrear on 15 June and 15 December until and including 15 June 2020. Proceeds from the issuance of the 2020 Senior Notes were used to repay debt drawn under the Group's then existing committed bank facilities. The indenture relating to the 2020 Senior Notes contains financial covenants that limit our ability, among other things, to incur additional indebtedness, pay dividends on, redeem or repurchase our capital stock, make certain restricted payments and investments, create or permit to exist certain liens, transfer or sell assets, merge or consolidate with other entities and enter into transactions with affiliates and imposes restrictions on the ability of subsidiaries to pay dividends or other payments to the Parent. The 2020 Senior Notes are admitted to trading on the Global Exchange Market of the Irish Stock Exchange. For further information on the terms of the 2020 Senior Notes, see “Description of Certain Financing Arrangements”.

The 2017 Senior Notes and 2015 Senior Notes In April 2010, the Company issued €400.0 million in aggregate principal amount of 2015 Senior Notes. The 2015 Senior Notes have a scheduled maturity of 22 June 2015 and a fixed rate of interest of 6.75 per cent. is payable in respect of the 2015 Senior Notes annually in arrear on 22 April until and including 22 April 2014, with a long final coupon in respect of the period from and including 22 April 2014 to but excluding the 2015 Note Maturity Date to be paid on the 2015 Note Maturity Date. In April 2010, the Company issued £300.0 million in aggregate principal amount of 2017 Senior Notes. The 2017 Senior Notes have a scheduled maturity of 22 June 2017 and a fixed rate of interest of 7.75 per cent. is payable in respect of the 2017 Senior Notes annually in arrears on 22 April until and including 22 April 2016, with a long final coupon in respect of the period from and including 22 April 2016 to but excluding the 2017 Note Maturity Date to be paid on the 2017 Note Maturity Date. Proceeds from the issuances of the 2017 Senior Notes and 2015 Senior Notes were used to repay debt drawn under the Group's then existing committed bank facilities. The 2017 Senior Notes and 2015 Senior Notes have no financial covenants but do contain limitations on the Group's ability to issue certain types of secured debt and are subject to a cross-default provision under which an event of default may be triggered under the notes if (among other things) any of the Group's borrowings become due prematurely by reason of an event of default and the aggregate amount of such borrowings that is due and unpaid amounts to at least £50 million. For further information on the terms of the 2017 Senior Notes and 2015 Senior Notes see “Description of Certain Financing Arrangements”.

The Facilities Agreement On 16 May 2013, the Parent and certain of its subsidiaries entered into the Facilities Agreement, which made available a £300 million Revolving Facility, £200 million Bonding Facilities and a euro equivalent of £191 million Additional Facility. The Additional Facility has been reduced to £128 million. The Bonding Facilities comprise a £30 million 2015 Bonding Facility and a £170 million 2017 Bonding Facility. The Additional Facility will become available upon the maturity of the 2015 Senior Notes on 22 June 2015 for the purpose of repaying the 2015 Senior Notes and after 22 June 2015, for general corporate and working capital purposes of the Group. See “Description of Certain Financing Arrangements—Facilities Agreement”. Following the issue of the Notes, management will cancel the Additional Facility.

The Facilities Agreement contains certain mandatory prepayment events, representations and events of default. The availability of the Facilities Agreement is subject to two financial covenant tests:

Sep 2014 2.45x Dec 2014 3.59x Mar 2015 3.01x Jun 2015 2.33x Sep 2015 1.96x Dec 2015 2.98x Mar 2016 2.46x Jun 2016 1.76x Leverage covenant: Consolidated Adjusted Net Debt must be less than or Sep 2016 1.54x equal to a multiple of Leverage EBITDAR (as defined in the Facilities Dec 2016 2.50x Agreement); and Mar 2017 1.99x

Sep 2014 1.80x Dec 2014 1.84x Mar 2015 1.89x Jun 2015 1.92x Sep 2015 2.00x Dec 2015 1.98x Mar 2016 1.98x Jun 2016 2.31x Fixed charge cover covenant: Fixed Charge EBITDAR must be greater Sep 2016 2.38x than or equal to a multiple of Fixed Charges (as defined in the Facilities Dec 2016 2.41x Agreement). Mar 2017 2.45x

The financial covenants are tested at the end of each calendar quarter on a rolling 12-month basis. Interest is payable on loans under the Revolving Facility and the Additional Facility at a floating rate equal to LIBOR or, in relation to any loan drawn in euro, EURIBOR, plus the applicable margin and mandatory costs, if any. The margin that applies to the Revolving Facility is 3.75 per cent. per annum and to the Additional Facility is 4.75 per cent. per annum. The issuance fees that apply to the Bonding Facilities are 3.75 per cent. per annum in respect of the £170 million 2017 Bonding Facility and 3.50 per cent. per annum in respect of the £30 million 2015 Bonding Facility. Further information on the terms of the Facilities Agreement is set out “Description of Certain Financing Arrangements”.

Commercial paper programme In December 2010, the Parent created a commercial paper programme pursuant to which it may issue commercial paper notes (the “Commercial Paper Notes”) up to an aggregate amount of €250,000,000. The Commercial Paper Notes are required to have a maturity period of at least one day and not more than 364 days. The Commercial Paper Notes may be issued in euro only. The Commercial Paper Notes are required to be issued in a denomination of €500,000 each (or such other conventionally and legally accepted denomination for commercial paper in euro) and an aggregate principal amount of not less than €2,500,000 subject, in either case, to certain exceptions. The obligations under the Commercial Paper Notes will constitute unsecured and unsubordinated obligations of the Parent ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of Thomas Cook Group plc. As at 30 September 2014, Thomas Cook had issued Commercial Paper Notes in an aggregate amount of €105 million (£82 million).

Short term borrowings As at 30 September 2014, we had short-term borrowings, comprising unsecured bank loans and other borrowings and unsecured bank overdrafts of £92 million (compared with £122 million as at 30 September 2013).

96 Contingent Liabilities Contingent liabilities primarily comprise guarantees, letters of credit and other contingent liabilities, including contingent liabilities related to structured aircraft leases, all of which arise in the ordinary course of our Group's business. The table below sets out our total exposure under such contracts as at the dates indicated:

As at 30 September

2014 2013 2012

(£ in millions)

Contingent liabilities ...... 102 101 126.0

Supplier and regulatory arrangements We, as part of our ordinary course of business, and in common with other operators in the travel industry, enter into and maintain a variety of supplier and regulatory arrangements. These arrangements are principally required to provide security or support to certain lessors and suppliers of accommodation, aircraft maintenance services and jet fuel and to enable us to comply with travel industry regulations and standards relating to the protection of customers in our source markets. The nature of the arrangements we enter into is dependent upon their purpose and, in respect of arrangements required by travel industry regulations and standards, varies between our source markets. For example, a customer's right to reimbursement of the return travel costs and amounts paid in case of insolvency or bankruptcy on the part of the tour operator is guaranteed in all of our source markets. However, the manner in which that protection is provided differs in accordance with local regulations. In the United Kingdom, there is a mechanism whereby travel companies selling air inclusive holidays are required to collect and remit a small charge for each protected customer upon booking to a fund that is used to provide consumer protection. A separate bonding arrangement exists in relation to ABTA protected holidays. Customer protection in relation to the Thomas Cook Group in Germany, Belgium and Austria is provided through an insolvency insurance system, whereas in Ireland, Northern Europe and France performance bonds are provided to regulatory bodies by a variety of banks and insurance companies. Our requirements for such arrangements are therefore met within each of our operating segments through a combination of sources. These sources include guarantees, letters of credit, bonding lines and insurance policies. For example, we currently have access to bonding lines under the Facilities Agreement. In other cases, local bonding lines are generally subject to annual renewal, as in the case of insurance policies obtained by the Group. Pricing and other terms for these arrangements are determined at the time of arrangement, renewal or replacement and are subject to conditions prevailing at the time (including, among others, our financial standing). We enter into such arrangements with a variety of counterparties, a number of whom have a long-standing relationship with the Group. In France, the relevant government agency recently introduced new measures that will require our French business to double the amount of bonding required for package holidays taken by our customers. Generally, this will increase the bonding obligations of our French business from €40 million to €80 million. There can be no assurance that this necessary bonding will be available to our French business, on favourable terms or at all. The failure to obtain this bonding could have a material adverse effect on the business, operating results, financial condition or prospects of our French business.

Commitments

Contractual obligations

Our Group as lessee Operating lease payments principally relate to rentals payable for our retail stores and hotel properties and for aircraft and aircraft spares used by our airlines. Shop leases are typically negotiated for an average term of five years. Leases for new aircraft are typically negotiated for an average term of 12 years. Leases for second hand aircraft are typically considerably shorter. In August 2012, the Group completed the sale and leaseback of 11 Boeing 757 aircraft and eight Boeing 767 aircraft for terms ranging from 54 months to 114 months. In 2013, the Group completed the sale and leaseback of six new Airbus A321-200 aircraft for a term of 144 months. The new aircraft are scheduled to be delivered between the last quarter of 2014 and the second quarter of 2016. The table below sets out the outstanding commitments of the Group for future lease payments under non-cancellable operating leases and the period in which such commitments fall due as the dates indicated:

As at 30 September

2014 2013 2012

(£ in millions)

Within one year ...... 168 125 184.3 Later than one and less than five years ...... 535 382 415.0 After five years ...... 619 653 306.0

Total ...... 1,322 1,160 905.3

Capital commitments Our capital commitments relate to aircraft and aircraft spares, and property, plants and equipment and computer software. The table below sets out the capital expenditure of the Group contracted but not provided for in the relevant accounts as at the dates indicated:

As at 30 September

2014 2013 2012

(£ in millions)

Capital expenditure contracted but not provided for in the accounts .... 28 57 8.1

The following table shows the total number of aircraft within our fleet by aircraft type and by operating segment as at 30 November 2014:

Airlines Northern Continental

UK Germany Europe Europe Total

Narrow body

A319-100...... — — — 1 1 A320-200...... 12 2 5 19

A321-200...... 14 3 6 — 23 B757-200...... 10 — — — 10 B757-300...... 2 13 — — 15 Wide body

A330-200...... 4 — 1 — 5 A330-300...... — — 3 — 3 B767-300...... 15 — — 15

Total ...... 30 43 12 6 91

Our fleet of aircraft is financed primarily by a mix of operating leases, finance leases or debt financing. Since 2011, our fleet size has consisted of 91 aircraft as at 30 September 2012, 86 as at 30 September 2013 and 91 aircraft as at 30 November 2014. As part of renewing our existing Thomas Cook aircraft as at 30 September 2014, we were contractually committed to the acquisition of four new Airbus A321 aircraft (the “New Aircraft”) which when contracted had a list price of U.S. $96 million (£59.2 million) each before escalations and discount. The New Aircraft are currently scheduled for delivery in 2015 and 2016 as set out in more detail below:

Period Number of aircraft

Q1 2015 ...... 1 Q2 2015 ...... 1 Q1 2016 ...... 4

Total ...... 6

Off-balance sheet arrangements Other than operating leases described above in this section, we do not have any material off-balance sheet financing arrangements.

Capital expenditure The following table sets out our capital expenditure in the periods indicated:

98 Financial year ended 30 September

2014 2013 2012

(£ in millions)

Purchase of tangible assets ...... 118 103 96.9 Purchase of intangible assets ...... 38 48 41.4

Total capital expenditure ...... 156 151 138.3

Our historical capital expenditures in the periods under review have related principally to aircraft and aircraft maintenance expenditure and investment in IT systems.

Market Risks The principal market risks that our Group is exposed to have been identified as risks relating to jet fuel prices, interest rates, exchange rates, counterparty credit and liquidity within the framework of our business operations. To manage our jet fuel price risks, interest rate risks and exchange rate risks, we have clearly defined treasury policies, approved by the Board, covering hedging activities, responsibilities and controls. All hedging activity is undertaken by the centralised Group Treasury Function. The policies are reviewed regularly to ensure that they remain appropriate to manage the underlying commercial risks. The policies also define which financial instruments can be used by our Group to hedge these risks and strictly prohibits the use of derivative financial instruments for speculative purposes. Each operating segment is required to identify and regularly report to Group Treasury all forecast risk exposures. Hedging policies cover the commercial rationale, hedge build up, approved instruments and further risk mitigations. The maximum hedge tenor is 18 months and in general each operating segment should achieve at least an 80 per cent. hedge ratio prior to the start of a season. The impact of reasonably possible changes in the principal market risk variables on our Group, on the basis of holdings of hedging instruments as at the end of the relevant financial year, and the sensitivity of these risks to certain defined scenario changes as at 30 September 2013, are set out in the tables below.

Jet fuel price risks Exposure to jet fuel price risks arises due to flying costs incurred by our aircraft which constitute a significant proportion of our operating costs. We use commodity derivative contracts, including fixed price contracts and net purchased options to manage these risks, which are usually designated as cash flow hedges of the jet fuel price. Although the current lower oil price may reduce our cost of purchasing jet fuel, it is our policy to hedge at least 80% of our jet fuel cost prior to the start of each touristic season in order to mitigate the risk of adverse changes in the price of jet fuel. We are thus predominantly exposed to these hedged rates, rather than the spot rate.

30 September 2014 30 September 2013

Impact on Impact on profit Impact on profit Impact on before tax equity before tax equity

(£ in millions)

10% (2013: 10%) increase in jet fuel price ...... 3 52 — 43 10% (2013: 10%) decrease in jet fuel price ...... (3) (52) (5) (38)

99 Exchange rate risks We have activities in a large number of countries and our business and financial condition are therefore subject to significant exchange rate risks. Certain of our direct operating costs are denominated in currencies other than the currencies in which our customers pay for their holidays and in currencies other than pound sterling, our Group's reporting currency. We use currency forwards, swaps and currency options to manage these risks, which are usually designated as cash flow hedges of forecast future transactions.

30 September 2014 30 September 2013

Impact on Impact on profit Impact on profit Impact on before tax equity before tax equity

(£ in millions)

5% (2013: 5%) strengthening of euro ...... (1) 17 (57) 11 5% (2013: 5%) weakening of euro ...... — (16) 45 (2) 5% (2013: 5%) strengthening of U.S. dollar ...... (5) 70 (6) 65 5% (2013: 5%) weakening of U.S. dollar ...... 4 (65) 3 (53)

Interest rate risks We are subject to risks arising from interest rate movements in connection with our bank debt, aircraft financing and cash investments. We use interest rate swaps to manage these risks, which are usually designated as cash flow hedges of the interest rate.

30 September 2014 30 September 2013

Impact on Impact on profit Impact on profit Impact on before tax equity before tax equity

(£ in millions)

1% (2013: 1%) increase in interest rates ...... 6 — 4 — 0.25% (2013: 0.25%) increase in interest rates ...... (1) — (1) —

Liquidity risks Our liquidity position is significantly influenced by the booking and payment pattern of customers. As a result, liquidity is at its lowest in the winter months and at its highest in the summer months. We manage the seasonal nature of our liquidity by making use of our bank facilities. See “Description of Certain Financing Arrangements”. The undrawn committed debt facility under the Facilities Agreement plus cash available to repay the revolving credit facility under the Facilities Agreement ranged between £169 million and £1,168 million for the year ended 30 September 2014 (for the year ended 30 September 2013: £218 million to £1,234 million). Surplus short-term liquidity is primarily invested in bank deposits and money market funds in accordance with Board approved liquidity and counterparty risk treasury policies. Financial liabilities are analysed below based on the time between the year end and their contractual maturity. The amounts shown are estimates of the undiscounted future cash flows and will differ from both carrying value and fair value:

Amount due

between between in less than 3 and 12 1 and 5 in more than

3 months months years 5 years Total

(£ in millions) At 30 September 2014

Trade and other payables ...... 1,576 230 88 4 1,898 Borrowings ...... 95 380 365 587 1,427 Obligations under finance leases ...... 12 34 148 35 229 Derivative financial instruments:

– payable...... 681 1,311 388 — 2,380 – receivable ...... (686) (1,311) (401) — (2,398) Provisions arising from contractual obligations ...... 72 157 77 65 371

1,750 801 665 691 3,907

Amount due

100 between between in less than 3 and 12 1 and 5 in more than 3 months months years 5 years Total

(£ in millions)

At 30 September 2013

Trade and other payables ...... 1,753 73 92 4 1,922 Borrowings ...... 147 32 825 644 1,648 Obligations under finance leases ...... 13 46 165 67 291 Derivative financial instruments:

– payable...... 1,084 1,234 139 — 2,456 – receivable ...... (1,079) (1,193) (132) — (2,404) Provisions arising from contractual obligations ...... 51 181 124 39 395

1,969 372 1,213 754 4,308

For all gross settled derivative financial instruments, such as foreign currency forward contracts and swaps, the pay and receive leg is disclosed in the table above. For cash settled derivative financial instruments, such as fuel swaps and options, the fair value as at the year-end of those instruments in a liability position is disclosed in the table above. Trade and other payables include non-financial liabilities of £277 million for the year ended 30 September 2014 (for the year ended 30 September 2013: £170 million) which have not been analysed above.

Counterparty credit risks We are exposed to credit risk in relation to deposits, derivatives and trade and other receivables. The maximum exposure in respect of each of these items at the balance sheet date is their carrying value. We assess our counterparty exposure in relation to the investment of surplus cash, fuel contracts, foreign exchange and interest rate hedging contracts and undrawn credit facilities. We use published credit ratings to assess counterparty strength and therefore to define the credit limit for each counterparty. Our approach to credit risk in respect of trade and other receivables is explained further in note 18 to the 2014 Financial Statements which are incorporated by reference into this document.

Critical Accounting Policies and Estimates

Accounting Policies Our accounting policies for the year ended 30 September 2014 can be found in Note 3 to the Financial Statements set out on pages 127 to 133 of the 2014 Financial Statements, which are incorporated by reference into this document. See “Where You Can Find More Information”.

New or amended accounting standards or interpretations Our new or amended accounting standards for 2014 can be found in Note 3 to the 2014 Financial Statements set out on pages 127 to 133 of the 2014 Financial Statements, which are incorporated by reference into this document. See “Where You Can Find More Information”.

101

INDUSTRY AND MARKET DATA Certain of the projections and other information set forth in this section have been derived from external sources, including, among others, Euromonitor, IPK, UNWTO and YouGov. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We believe that these industry publications, surveys and forecasts are reliable but we have not independently verified them and cannot guarantee their accuracy or completeness. The projections and forward-looking statements in this section are not guarantees of future performance and actual events and circumstances could differ materially from current expectations. Numerous factors could cause or contribute to such differences. See “Risk Factors” and “Forward-Looking Statements”.

Market size and growth We operate in an industry that has grown steadily over recent years. Growth in the international leisure travel market is closely correlated to, and generally outpaces, broader economic growth. During the period from 2000 to 2014 global travel market volume, measured by the number of international tourist arrivals, has increased at a compound annual growth rate of 3.4 per cent., and in that time has only declined twice, in 2003 and 2009. This market reached more than one billion international tourist arrivals for the first time in 2012. From 2000 to 2014, travel-related spending has increased at a compound annual growth rate of 7.5 per cent., and, in 2013, £97 billion was spent in our most significant source markets in the travel intermediaries segment, comprising travel agents and tour operators. Although the international travel market has historically been subject to exceptional external shocks, it has nevertheless grown (by volume) in 16 out of the last 18 years. The market in which we operate has shown strong resilience to economic downturns, including through the recent financial crisis between 2007 and 2012, during which time the market still achieved a compound annual growth rate of 2.6 per cent. (by volume). It is estimated that outbound tourism in Europe will continue to grow (by volume) at a compound annual growth rate of 2.3 per cent. between 2010 and 2030. We expect to benefit from this long-term trend, as the number of passengers and amount of travel spend continues to grow over the long term. In relation to our largest source markets, comprising the UK, Germany, France, Belgium, the Netherlands and Northern Europe (Sweden, Denmark, Norway and Finland), it is estimated that: • the travel intermediary market, which totalled approximately £97 billion in 2013, is expected to reach approximately £101 billion by 2018; • the leisure travel intermediary market, which totalled approximately £79 billion in 2013, is also expected to reach approximately £82 billion by 2018; • the market for package holidays (including traditional pre-packaged holidays and dynamically- packaged holidays), which at £43 billion comprised approximately 55 per cent. of the travel intermediary market in 2013, is expected to reach approximately £44 billion by 2018; and • the market for individual holiday components, totalling £36 billion in 2013, accounted for the rest of the travel intermediary market, and is also expected to reach approximately £38 billion by 2018.

Product segmentation A wide range of products types are offered to customers in the international leisure travel market, covering in particular: • package holidays, which combine multiple components of travel, such as hotels and flights, into a product with a single price. Traditional pre-packaged holidays are combined by tour operators ahead of the season for inclusion in brochures and other marketing materials. Increasingly, package holidays are being created dynamically, allowing customers to tailor their holiday by bundling together individual holiday components to meet their personal requirements, for example with regard to destination, duration, variety, quality and price; • individual travel components, such as flights, hotel rooms, rental cars and excursions can be purchased singly by customers. Travel intermediaries and direct suppliers may allow customers to create a “shopping basket” of individual travel products. In these circumstances, multiple 102 components can be bought to create a single holiday but for a total price that is the sum of the individual prices; and • travel-related products and services, such as travel insurance, destination activities, foreign exchange, duty free shopping and destination information. All of these product types form part of our offering to our customers. In our three largest source markets, comprising the UK, Continental Europe and Northern Europe, the following holiday types are the largest and in 2013 comprised approximately 77 per cent. of the holiday market (by volume): • sun and beach holidays (including winter sun) represent approximately 51 per cent. of market volumes. In the financial year ended 30 September 2014, summer season represented approximately 66 per cent. of our tour operator revenues in the UK, Continental Europe and Northern Europe; and • city breaks represent approximately 16 per cent. of market volumes. All of these holiday types have grown (by volume) over recent years, with sun and beach, city breaks and touring holidays increasing at a compound annual growth rate of 3 per cent., 2 per cent. and negative 1 per cent., respectively, between 2005 and 2013.

Business models within the international leisure travel market; market trends The international leisure travel market is characterised by a wide range of travel product and service providers competing in a broad and multi-faceted marketplace. There are two distinct segments within the international leisure travel market: direct suppliers and travel intermediaries. Direct suppliers include airlines, accommodation providers and cruise companies which compete to reach customers either directly or through travel intermediaries including tour operators, traditional high street travel agents, and online travel agents (“OTAs”). We operate mostly in the travel intermediary segment as a tour operator and travel agent (both online and offline). We also have a small presence in the direct supplier market through our airlines which make some sales directly to customers. We compete against both other travel intermediaries and direct suppliers in the broader leisure travel marketplace. In recent years, a number of key trends have led to significant changes in the leisure travel market. These key trends include the following: • The growth of the internet has increased price transparency and choice, leading to a significant increase in the availability of travel products and services online, both through direct suppliers and travel intermediaries, and to a proliferation of information and reviews about travel experiences and destinations. • Availability and choice of airline routes has also expanded, as the rise of the low-cost carriers has led to a significant increase in the online distribution of seats to a wide range of destinations at competitive prices. These changes have made it easier for customers to research and build their own travel experiences, leading to stronger growth in the independent travel sector (including dynamic packages and individual holiday components) than in traditional pre-packaged holidays. In addition, these changes have facilitated strong growth in online distribution at the expense of traditional high street travel agents, particularly through OTAs which typically operate with a lower cost base and provide streamlined search functionality and a breadth of product inventory. It has been estimated that online distribution of leisure travel intermediary sales in our largest European source markets, comprising the UK, Germany, France, Belgium, the Netherlands and Northern Europe, will increase from approximately 45 per cent. in 2013 to 52 per cent. in 2018. Despite these changes, the traditional tour operator model has continued to succeed and traditional pre-packaged holidays have remained an attractive product for customers. We believe that the main reason for this continued success is the provision of competitively-priced products (mainly driven by bulk buying) where the customer can choose between a variety of holidays without having to engage itself in identifying and selecting individual travel components (for example, flight, transfer and hotel bookings). Traditional tour operators also offer greater security (for example, through the ATOL scheme) and quality assurance than would normally be the case if the customer were to purchase the components directly from suppliers. We intend to address the market trends which impact upon this model through the implementation of the Business Transformation and, in particular, the Profitable Growth Strategy.

103

OUR BUSINESS

Overview We are one of the world's leading leisure travel companies. We currently have operations in 15 source markets across Europe. We operate under strong and well-recognised brands, including Thomas Cook, Neckermann, Condor, Jet tours, Ving, Spies and Tjäreborg, and enjoy a number one or two position (measured by revenues) among traditional package tour operators in our most significant source markets, being the UK, Germany and Northern Europe. In the year ended 30 September 2014, approximately 19.7 million customers travelled with our Group and our revenue, underlying EBITDAR and underlying EBITDA were £8.6 billion, £704 million and £496 million, respectively. As at 30 September 2014, we had approximately 22,672 employees and operated a combined fleet of 88 aircraft through our Group Airline Business. Our shares are listed on the premium segment of the main market of the London Stock Exchange. As at 13 January 2015, our market capitalisation was £1.9 billion, based on a share price of £1.31. In the first 24 months of our Business Transformation, we have delivered strong profit growth, reporting a ninth consecutive quarter of increased profitability in the year ended 30 September 2014. We offer a wide range of holiday options, including traditional pre-packaged holidays, independent travel products (which include dynamically-packaged holidays and individual holiday components) and a selection of travel-related financial services. We also provide certain ancillary travel services, such as duty free shopping and processing passenger baggage at airports. Our largest product category is traditional pre- packaged holidays, where two or more components of travel, such as charter flights (often using our own Group Airline Business), hotels and transfers are bundled together and offered for sale as a single product. We sell traditional pre-packaged holidays directly to customers through our retail outlets, websites and call centres as well as on a business-to-business basis to other third party travel agents. The independent travel products offered by our Group encompass dynamically-packaged holidays (where customers can tailor their holiday by bundling together individual holiday components to meet their personal requirements with regard to destination, duration, variety, quality and price), individual holiday components and scheduled tours. We typically aggregate the various components from a wide range of third party suppliers and sell this aggregate product either directly to customers or to third party travel agents on a business-to-business basis. We are paid a commission by the third party supplier based on the booking price paid by the customer.

Our Structure and Business Model Our operating structure currently comprises four segments which are principally organised according to the location of the customers' origin, reflecting our key source markets. These are: • UK: consisting of operations in the United Kingdom and Ireland (together with the Group's operations in India and Egypt, prior to their disposal in August 2012 and October 2013 respectively, which were previously included in this segment for reporting purposes). For the year ended 30 September 2014, our UK business generated 29 per cent. of our revenue; • Continental Europe: consisting of operations in Germany, Austria, Switzerland, the Netherlands, Belgium, France, Poland, Hungary, the Czech Republic and the CIS. For the year ended 30 September 2014, our Continental Europe business generated 46 per cent. of our revenue; • Northern Europe: consisting of operations in Sweden, Norway, Denmark and Finland. For the year ended 30 September 2014, our Northern European business generated 13 per cent. of our revenue; and • Airlines Germany: consisting of the Condor Group. For the year ended 30 September 2014, our Airlines Germany business generated 11 per cent. of our revenue. We operate different business models for tour operations within each of our markets, depending on the degree of integration among our airline, tour operators and distribution channels. In the UK, Northern Europe and Belgium, our business model is that of a vertically integrated tour operator, based on the use of our own airline, and controlled distribution of products through our retail outlets, websites and call centres. In Germany, however, a significant portion of air capacity requirements are sourced on an arm's length basis, from our airline and the majority of travel products and services are distributed through third party travel agents. In source markets where we do not operate our own airline, all air capacity requirements are sourced from third parties, and there is generally a lower level of controlled distribution than in vertically integrated markets. On 5 February 2013, we announced our intention to integrate operations of our UK, Belgian, German and Scandinavian airlines, and to bring them under the control of a single management team with the aim of generating operational savings, and improving revenues and customer service. As a result of this integration, 104 we have managed the UK, Belgian, German and Scandinavian airlines as the Group Airline Business since 1 October 2013, although financial reporting continues to reflect the operating structure as discussed above.

Our Formal Divestiture Programme As part of our formal divestiture programme, we undertook to divest of certain of our non-core operations. We made disposals to focus on our core businesses and have applied the proceeds of the disposals to reduce our indebtedness. This disposals strategy has improved our business mix and enabled us to focus more on our core assets that we believe will deliver sustained profitable growth. All proceeds from asset disposals have been applied to debt reduction. On 20 March 2013, we announced that we had agreed to sell our North American business to Red Label for a consideration of C$5.3 million. The sale was completed on 1 May 2013, as a result of which our operating structure has been reduced from five operating segments to four operating segments, namely the UK, Continental Europe, Northern Europe and Airlines Germany businesses. On 7 October 2013, we announced that we had sold 100 per cent. of Thomas Cook Egypt and Thomas Cook Lebanon to Yusuf Bin Ahmed Kanoo (Holdings) Co WLL of Bahrain for a consideration of £6.5 million. The sale was completed on 4 October 2013. On 18 November 2013, we announced that we had sold our UK corporate foreign exchange business, Thomas Cook CFX Limited, to Moneycorp, for a consideration of £4.5 million. The sale was completed on 18 November 2013. On 19 November 2013, we announced that we had agreed to sell 91.5 per cent. of our shareholding and loan note interests in The Airline Group Limited for a consideration of £38.0 million. The sale was completed on 20 March 2014. On 25 November 2013, we announced that we had agreed to sell Neilson Active Holidays Limited to Risk Capital Partners for a consideration of £9.2 million. The sale was completed on 10 December 2013. On 11 December 2013, we announced that we had completed the sale of our ancillary travel products business, Essential Travel, to the Holiday Extras Group for a consideration of £2.1 million. On 6 February 2014, we announced that we had completed the sale of our luxury travel tour operator, Elegant Resorts, to Al Tayyar, a travel group based in Saudi Arabia, for a consideration of £14.3 million. On 11 February 2014, we announced that we had agreed to sell Gold Medal, a distributor of long-haul flights, to dnata, a Dubai-based travel company that is part of the Emirates Group, for a consideration of £45.0 million. The sale was completed on 27 February 2014. On 27 May 2014, we announced that we had agreed to sell our UK corporate travel business, Cooperative Travel Management, to Mawasem Travel & Tourism Limited for a consideration of £13.5 million. The sale was completed on 24 June 2014. On 10 September 2014, we announced that we had completed the sale of Intourist Egypt to Essam Michel for nil consideration. Our formal divestiture programme came to an end in June 2014, having generated gross proceeds of £138.5 million from 15 disposals in 15 months, thus meeting the Board's target of £100.0 million to £150.0 million, more than 15 months ahead of schedule. From time to time, however, we do and will continue to consider the sale, restructuring and/or reorganisation of certain of our businesses and assets, particularly when approached by third parties or where opportunities to streamline our business and improve our financial condition arise.

Building a more effective organisation A number of initiatives are underway with the aim of reshaping our organisation and increasing our effectiveness. These initiatives are focused on strengthening our management team through significant 105 external recruitment to ensure that the business is staffed by highly qualified employees, improving our organisational structure and culture in order to streamline decision-making processes, leverage our scale more effectively and achieve the EBIT improvements which are targeted as part of the Business Transformation, and applying objective and performance-based criteria across our Group with the aim of providing clear performance targets aligned with the delivery of the Business Transformation.

Reducing costs and improving our cash position, principally through the Improvement Initiatives The Improvement Initiatives include a variety of initiatives which are intended to result in substantial reductions to our cost base and improved revenues and profitability, principally through the implementation of the UK Turnaround Plan and the Group Profit Improvement Programme. These aim to, for example, improve yield management, rationalise distribution arrangements, increase operational efficiencies, implement an integrated air travel strategy, which we have achieved by consolidating our airlines into the Group Airline Business, and streamline our organisational structure, products, services, infrastructure and technology. The Improvement Initiatives also aim to bring sustainable improvements to our working capital position through the implementation of the Cash Initiatives, which include a renewed focus on working capital processes (including with respect to the management of payables and receivables, inventory forecasting and the management of fuel stocks). We have, as the first part of the Improvement Initiatives (the “Wave 1 Transformation”), delivered £400 million of cumulative underlying EBIT improvements at a total one-off cash cost of £121 million as at 30 September 2014; and we are targeting a further £100 million of cumulative EBIT improvements (at an estimated one-off cash cost of £55 million) remain to be delivered by 2015. The accelerated delivery of our Wave 1 Transformation has delivered £400 million of cumulative underlying EBIT improvements, which is £40 million ahead of our target of more than £360 million by 30 September 2014. This has given us increased confidence of delivering benefits of at least £500 million by 30 September 2015 which represents a £40 million increase on our previously announced target. In the year ended 30 September 2014, management estimates that the Wave 1 Transformation contributed an additional £206 million of underlying EBIT improvements, taking the cumulative total to £400 million since 30 September 2012. Underlying gross margin for the year ended 30 September 2014 was 22.3 per cent., (compared to 22.1 per cent. for the year ended 30 September 2013) and, like-for-like underlying EBIT increased by £98 million to £323 million in the year ended 30 September 2014, as compared to the same period in 2013. We used part of the proceeds of business disposals to reduce net debt, which as at 30 September 2014 had decreased to £326 million, as compared to £421 million as at 30 September 2013. On 26 November 2014, we announced that we had achieved our underlying gross margin improvement target for 30 September 2015 one year early, supported by our Wave 1 Transformation, which has continued to exceed its targets. In the year ended 30 September 2014, we delivered further cost benefits of £206 million, of which £65 million benefited gross margin and £141 million reduced our overhead costs. The cumulative total of benefits of the Wave 1 Transformation amounted to £400 million as at 30 September 2014, which exceeded our target by £40 million. We have increased our target for the year ended 30 September 2015 by £40 million and aim to deliver a cumulative total of more than £500 million by this date.

Of the £400 million of cumulative benefits as at 30 September 2014, £153 million has improved gross margin and £247 million has reduced the Group's overhead costs. Management believes that the second part of our UK Turnaround and Group Profit Improvement Programme (the “Wave 2 Transformation”) is progressing in line with expectations as we continue to develop and refine opportunities for further benefits. Our current estimate of the total potential benefits from the Wave 2 Transformation is £400 million. Risk weighted benefits identified currently total £180 million, which represents an increase of £30 million as compared to our previously announced target.

106 The table below summarises the following in relation to the Wave 1 Transformation: (i) the cumulative underlying EBIT improvements achieved, and implementation costs incurred, by the Group as at 30 September 2012, 2013 and 2014; and (ii) the targeted underlying EBIT improvements, and expected implementation costs, for the financial year ended 30 September 2015.

(Unaudited, based on management estimates) 2012 2013 2014 2015

UK Turnaround Plan 60 124 140 140 Group Profit Improvement Programme1 ...... — 70 260 360 – Integrated air travel strategy ...... — 27 100 134 – Organisational structure and footprint ...... — 30 91 111 – Streamlining of product, infrastructure and technology1 — 13 69 115 Total targeted EBIT improvements1,2 ...... 60 194 400 500 Expected implementation costs1,3 ......

– Income statement ...... 36 47 30 11 – Cash flow (operating expenditure) ...... 30 29 33 24 – Cash flow (capital expenditure) ...... — 8 21 31

(1) The information included above is derived from management estimates, is not part of our consolidated financial statements or financial accounting records and has not been audited or otherwise reviewed by outside auditors, consultants or experts. Certain estimates and targets in the table above are forward-looking and actual results and market developments may differ materially from those described below. See “Forward looking Statements” and “Risk Factors” herein for a description of factors that may cause such estimates or targets not to materialise. (2) Cumulative underlying EBIT improvement twelve-month run-rate. (3) Expected implementation costs are one-off costs. In November 2013, we announced the Wave 2 Transformation. The Wave 2 Transformation aims to improve the profitability of the sales of our hotels and flights through reduced input costs, enhanced margins and improved margin per customer on ancillary products. Reduced input costs on hotels are expected to be achieved through improved contracting practices, adapted from other successful industries. For example, we are establishing market price monitors in our largest destinations that are validated with local price checks, and we are targeting many of our contracting staff to outperform the local indexes to improve margins. We are also pooling our flight purchasing to optimise airline seat negotiations. As we focus on distribution efficiencies, our product range will be available on a single inventory management system for use across all markets. We are also focusing on improving price and yield management through improved web analytics, distribution of risk capacity across multiple source markets and the optimisation of real-time online pricing. In order to increase margin per customer on ancillaries, we aim to replicate across the Group the practice of our Northern Europe segment, which already generates significant margins in this area by pursuing a pro-active contacting strategy from the time that the initial booking is made through to the return of the customer from the holiday. We are also continuing to roll out our omni-channel strategy and, assuming that our customers continue to migrate to digital channels, we expect our cost of sales and service per holiday to reduce significantly in the future. We have set a target for the Wave 2 Transformation of £400 million in underlying EBIT improvements by 30 September 2018 (at an estimated one-off cash cost of £145 million over the four year period to 30 September 2018). In the context of the Wave 2 Transformation, we have so far identified an initial proportion of benefits, which we have fully risk-weighted, of £180 million, with potentially more to come. We anticipate that the Wave 2 Transformation will not only support further improvements in underlying EBIT but also enable continuing investment in new product development over the long term.

The implementation of the Profitable Growth Strategy. Our strategy, announced on 13 March 2013, is to deliver profitable growth by seeking to provide trusted, personalised holiday experiences through a “high-tech”, “high-touch” approach. The Profitable Growth Strategy involves the following five major pillars: (i) growing profitably through our trusted product portfolio; (ii) the Voyager Android and omni-channel strategy; (iii) optimising costs and cash through the Thomas Cook Business System; (iv) owning and taking risk in the right assets and capacity; and (v) repositioning our organisation, culture and capabilities. For additional information on each of the five pillars of our Profitable Growth Strategy, see “-Our Strategy”. Implementation of the Profitable Growth Strategy is expected to be phased over the next six years to balance the desire for rapid improvements where possible against necessary lead times for major infrastructure projects (for example, in relation to concept hotels) and the level of investment required.

107 Our Strengths

Strategy linked to industry growth trends Across our most significant source markets, the package holiday market (including both traditional pre- packaged holidays and dynamically-packaged holidays) accounted for 58 per cent. of the travel intermediary market in 2011, and is expected to grow by a compound annual growth rate of 3.8 per cent. through to 2016. Within this segment, dynamically-packaged holidays have grown more strongly than traditional pre-packaged holidays, as customers demand more flexible and personalised travel products and services, which are increasingly researched and paid for online. The market for individual holiday components, which accounted for the remaining 42 per cent. of the travel intermediary market in 2011, is expected also to grow at a compound annual growth rate of 3.8 per cent. through to 2016. Our strategy is to enhance our flexible and component product offerings, including those in our already-successful sun and beach product line, while increasing our online distribution and service provision capability to capture value from these key trends. We are also seeking to increase our presence in parts of the travel market that are currently under-represented in our business mix, such as city breaks, touring holidays and the winter sun segment. 108 Track record of successful product development and deployment We have a history of successful product development and launch, including developing products such as the SunConnect, Sunwing, Sunprime, Smartline and Sentido concept hotels, which aim to deliver a consistent, high-quality, branded hotel experience to our customers. This track record is supported by a structured approach to the development and deployment of new products, using senior management insight, the accumulated institutional knowledge of the Group and research into the competitive dynamics of, and trends within, the leisure travel industry. We intend to leverage this track record in order to drive profitable growth, including: • the planned expansion of our successful concept hotels (in both existing and potentially new destination markets), which have, in comparison with our other products, generated significantly greater margins, engendered higher levels of customer loyalty and increased early booking rates; and • the development of new, flexible products and services, which are closely tied to customer demands and preferences.

Diversified operations and distribution channels Our activities are diversified geographically and by product, which is expected to mitigate the effect of any downturn in particular markets or segments. Further, we operate a diversified sales and distribution platform in order to improve customer contact and conversion. • Geographical diversification. We sell our products and services in 15 source markets across the UK, Continental Europe (including the Condor Group) and Northern Europe (representing 29 per cent., 57 per cent. and 13 per cent. of our revenues for the year ended 30 September 2014, respectively). On 1 May 2013, we completed the sale of our North American business, which represented three per cent. of our revenues for the year ended 30 September 2012. On 4 October 2013, we completed the sale of our Egyptian and Lebanese businesses, which represented less than one per cent. of our revenues for the year ended 30 September 2013. • Product diversification. We offer a wide product range and choice of destinations and continue to broaden our offerings in this respect. Products include traditional pre-packaged holidays and independent travel products, which include dynamically-packaged holidays and individual holiday components. The products offered by the Group include holidays to a wide variety of destinations, thereby enabling us to meet customer demands and preferences while mitigating the effect of factors which may negatively affect demand for travel to certain regions, such as the political and civil instability in certain MENA destinations. We also intend to introduce or expand our product offerings to limit the impact of seasonality, for example through the proposed expansion of our winter sun and city break offerings. • Omni-channel distribution. We benefit from an omni-channel distribution system for our products, which includes retail stores, websites and call centres, as well as third-party travel agents. Access to such a wide variety of distribution channels enables us to maximise customer reach and provides choice to our customers, thereby facilitating the customer booking process. The Profitable Growth Strategy aims to build on this strength through the development of a single customer gateway which will enable the delivery of a consistent, personalised customer experience with access to a full range of products, services and personal recommendations across all distribution channels. In support of this objective, a key priority of the Group is to become the leading online tour operator, with an online platform that hosts a broad range of products and services. Our strategy to become the leading online tour operator also presents an opportunity to reduce our costs. For example, a shift of between 600,000 to 1.1 million customers from the retail channel to the online channel in the UK, which would represent an additional 15 per cent. to 25 per cent. share for online distribution, would reduce our costs, according to our estimates, by between £32 million and £53 million per year.

109 has been successfully piloted, has been rolled out in our Continental Europe business and allows the Group to pool requirements and leverage our scale to obtain better terms (particularly as to pricing). Similar initiatives are being pursued in other areas of our operations, such as marketing, where we have consolidated our purchasing activities and distribution in the UK and are now rolling out the approach across Continental Europe. In addition, the creation of the Group Airline Business has led to improved revenues and operational savings. Savings have arisen from, among other things, reductions in complexity (for example, through the utilisation of shared IT applications and back-office functions), co-ordinated planning and scheduling, improved utilisation of capacity, consolidated purchasing and reductions in aircraft maintenance, fuel and ground handling costs. Revenue improvements have resulted from, in particular, greater code-sharing with other airlines and the development of new long-haul destinations.

Our Strategy

Growing profitably through our trusted product portfolio Our product strategy aims to satisfy a wide array of customer needs while generating revenue and margin growth. We are expanding our high-margin differentiated, controlled hotels (concept and partnership hotels) and shifting high-cost commodity products to a trading hotels operating model with low-cost automatic sourcing and significantly lower capacity risk. We are also aiming to continue to meet increasing customer demand for flexible products through dynamic packaging, enabling us to attract customers who would not typically consider booking a pre-packaged holiday and to drive further component sales. Throughout, our product portfolio is underpinned by rigorous quality control and assurance to ensure that we meet customers' expectations. We are expanding our five concept hotel chains, SunConnect, Sunwing, Sentido, Sunprime and Smartline across the Group. We are also refining these concept definitions and developing new ones to drive further growth. These hotels have a central concept design and have a long-standing successful track record in Northern Europe and Continental Europe. Concept hotels now span 13 destination markets across Southern Europe, Turkey, Bulgaria, North Africa and Thailand and in 2014 have contributed approximately £549 million in revenue to the Group. We are also evaluating potential new markets, including in Asia and the Middle East, for possible expansion of our concept hotel offerings (among other aspects of our business). Any such expansion of our business would be undertaken with strategic partners, without any significant investment expected to be required on our part. We utilise a number of operating models, including franchises, to deliver this concept hotel offering. For the summer 2014 season, we had 137 concept hotels in operation, of which 3 were owned, 6 on operating lease and 128 were franchises. In an attempt to accelerate the rollout of our concept hotels and consolidate our operating model with respect thereto, we are evaluating potential opportunities to partner with strategic investors, whereby they would possibly acquire hotel assets, and we would enter into agreements to license to them our concept hotel brands, manage these hotels and also enter into allotment contracts with our tour operator businesses, thereby securing room capacity (primarily on an exclusive basis) and being able to transact with one professional owner of multiple hotels who has the capability to invest in hotel refurbishments. We are also expanding the number of hotels we partner with. We partner with leading global hoteliers and strong local chains, such as Melià. These hotels are selected for their track record of quality and customer-valued features such as family-friendly hotels or hotels aimed at over 60s or themed hotels such as “wellness” hotels. Selected hotels from our partners are exclusively available to Thomas Cook. Over time, all partnership hotels will be available exclusively to our customers.

110 Since the end of 2013, we have increased the number of concept and partnership hotels from 309 to 475. By 2017, we aim to have grown the number of concept hotels to 250 and the number of partnership hotels to 550, taking the total number of exclusive hotels to 800, serving 3.8 million customers annually. In addition to driving differentiated product growth, we are targeting increasing demand for more flexible trips with dynamic packaging. In Northern Europe, we have seen a 55 per cent. increase in bookings since launching in January 2014 as compared to 2013 without any reduction in demand for our other products in that region. We believe that dynamic packaging will also increase our Group-wide profitability as we offer it in a cost-efficient way using our high quality long tail portfolio and Hotels4U platform. We believe that it will also help to increase component sales. We can minimise input costs through our ability to source long tail products without commitments and to package them flexibly. By using our significant scale and digital capability, we can optimise the inventory to offer competitively priced, low-cost product more profitably. We are also growing our portfolio of city breaks, which are flexibly packaged holidays in city locations. We expect that city breaks, together with winter sun holidays, will help to reduce the impact of seasonality on our cash flows. Specifically, we have added 50 new winter hotels in for the 2014-2015 winter season and introduced new destinations, such as Cape Verde. We have already seen early signs of improved bookings for this period and are currently evaluating additional growth opportunities in destinations such as Turkey and the Canary Islands.

Delivering the Voyager Android and omni-channel vision Our “Voyager Android” strategy is our response to changing customer needs by providing digital functionality across every customer touch point or channel (web or mobile devices, in store, contact centres or in-destination). We are repositioning the Group from a retail-based travel company to an omni-channel digital company, embedding a digital approach across our organisation. Our aim is to become a leading technology innovator, leading the industry in both online and in retail. This transformation will be supported by investments in leading technology infrastructure, building on the substantial consolidation and simplification of our IT infrastructure that we have already achieved. One significant current trend is a major shift in customers' channel preferences, specifically the move within the online environment from desktop to mobile devices. In the past year, an increasing number of our own customers have booked their holidays on a tablet or on their mobile phones whereas the percentage online bookings via desktops, albeit still high, has declined as a percentage of online bookings. We have focused on the German market by launching a three month omni-channel marketing campaign, which has resulted in an 80 per cent. increase in bookings from our German website, Thomascook.de. Since launching our new UK website in May 2014, bookings on desktop computers, tablets and mobile phones increased by 11 per cent., 61 per cent. and 212 per cent. respectively in the year ended 30 September 2014, as compared to the same period in 2013. Mobile phone conversion rates also increased 38 per cent. during the same period. This reflects changing customer preferences. This enhances our competitiveness through superior mobile delivery of our products and ensures our ongoing relevance to a new generation of customers in the travel market. These improvements are also reflected in our web penetration results, from 34 per cent. as of 30 September 2012 to 38 per cent. as of 30 September 2014 as we progress towards our aspirational target of 50 per cent. over time. Conversion rates in the UK increased during the same period by 22 per cent. Our new website in the UK the online platform, OneWeb, is contributing to this, as are substantial improvements to the content we provide on the web, including adding videos of resorts and additional information about the hotels and surrounding areas. OneWeb consolidates several different legacy systems into a single platform, simplifying our technical architecture, and improving the provision of a fully responsive digital offering on desktop, tablet and mobile devices. Web penetration has also increased in our Northern Europe segment from 71 per cent. as of 30 September 2013 to 73 per cent. as of 30 September 2014. We expect web penetration to improve further as we roll out our new website to our Continental European markets over the next year. We expect this digital transformation to not only benefit customers through an enhanced online experience, but it also to improve the profitability of our business. The cost to serve our customers via the web is approximately £50 per passenger lower than doing so in-store. As we steadily migrate our customers online, we also expect to reduce the number of contact centres and stores we have, with associated cost benefits. We are not only consolidating the number of stores we operate but have also repurposed many stores to deliver as our `digital frontline' for customers. This includes developments such as `Wish List', where a customer enters a store, researches holidays with the help of a consultant who then emails a selection of hotels to the customers so they can discuss it and book it whenever they wish. We have also introduced iPads in our concept stores, thereby removing the need for brochures. 111 We are enhancing and differentiating our service to improve customer service and customer satisfaction and set ourselves apart from online tour operators. We are embedding new ways of working through our Group Destination Management Academy and drawing on pockets of excellence that exist today, for example in the Nordics region.

Owning and taking risk in the right assets and capacity We are realigning our business strategy from taking capacity risk in undifferentiated airline and hotel capacity to focusing risk on differentiated products with higher margins. Since 2012, we have `de-risked' our product offering, specifically in the UK, by divesting non-core businesses and exiting low quality, unprofitable commodity products. At the same time, we have been investing in and expanding our higher return, exclusive, core product offering (concept and partnership hotels) where we are better rewarded for taking capacity risk. We are focused on managing our airline as efficiently as possible. With 91 aircraft as of the date of this Offering Memorandum, we are the eleventh largest airline in Europe by fleet size. We are renewing our fleet by replacing older aircraft with 25 brand new A321 aircraft between summer 2013 and summer 2016 and we are also investing around £100 million in refurbishing and reconfiguring our fleet. As a result, by summer 2016, 93 per cent. of our airline fleet will be either new or refurbished. This gives us a very efficient and modern high quality airline, which supports our own tour operator business with fully competitive market- based seat rates. We also have a successful, stand alone and profitable seat only business. We are promoting ancillary sales, such as meal concepts on short/medium haul flights, upgrade offers and pre-order duty free shopping, which allow us to substantially enhance and diversify our airline revenues. In recent years, there has been a significant increase in airline capacity, specifically in low cost carriers, which has led to very competitive pricing. We are able to benefit from this as we already procure more than 45 per cent. of our air travel capacity from third party airlines. By integrating our four airlines into our Group Airline Business we are able to better manage our capacity throughout the season and we continue to drive operational improvements and synergy benefits, which we expect to total approximately £134 million in underlying EBIT improvements by 2015.

Repositioning our organisation, culture and capabilities Our vision is to have a high-performance culture focused on successful delivery of our strategy. We continue to build a more effective organisation by strengthening our management team, both through external recruitment as well as internal promotion, realigning our executive committee and breaking down regional silos. We have improved staff engagement and we are building a culture and organisation that firmly places the customer at the heart of everything we do. We encourage this behaviour by requiring that all leaders experience a Thomas Cook holiday and provide feedback on their experience, by leaders spending five days a year with frontline employees (by adopting a store, for example). We recognise performance with our “From the Heart” recognition scheme as well as CEO customer service awards for those individuals or teams who truly make a difference. Since 2012, when our business faced major organisational, cultural and capability changes, we have substantially transformed our leadership team by promoting existing talent and also attracting new talent from outside. For example, in 2014 we strengthened our quality assurance function with the addition of 50 people transferred from within the Group. Of our 40 person senior digital team, many have joined from leading digital organisations, companies and divisions. We have also strengthened our marketing team by appointing a new Group Chief Marketing Officer in 2014, who is overseeing the development of the Group's

112 online and offline marketing programmes and who brings a wide range of experience to help enhance Thomas Cook's strong market position and brand.

Our History The origins of the Thomas Cook Group are linked with the advent of mass-market leisure travel, and can be traced back to 1841. We have had a 173-year history of successfully meeting the travel needs of our customers. Since being founded in 1841, our business has shaped the industry and brought many innovations to the market, making travel easy and affordable, for example, through the introduction of travellers' cheques and vouchers. On 19 June 2007, MyTravel Group plc and Thomas Cook AG merged to form Thomas Cook Group plc. On 1 October 2008, Thomas Cook Group plc was 52.8 per cent. owned by Arcandor AG and its subsidiaries (“Arcandor”). During the period 13 March 2008 to 9 October 2008, Thomas Cook bought back 55,426,756 shares for approximately £130.2 million from Arcandor. These transactions were part of a share buy-back programme and were on an arm's length basis. On 10 September 2009, 43.9 per cent. of Thomas Cook Group plc, which was held by Arcandor and its subsidiaries, was placed on the stock market. In early October 2009, the remaining shares held as pledge against an Arcandor convertible bond were delivered to bondholders. Following these developments, 100 per cent. of Thomas Cook's share capital is traded freely on the London Stock Exchange main market for listed securities.

Our Products and Services; Omni-channel distribution approach We offer a wide range of holiday options, including traditional pre-packaged holidays, independent travel products (which include dynamically-packaged holidays and individual holiday components) and certain ancillary travel services. Our largest product category is traditional pre-packaged holidays, where two or more components of travel, such as charter flights (often using our own airline), hotels and transfers are bundled together and offered for sale as a single product. We sell traditional pre-packaged holidays directly to customers through our retail outlets, websites and call centres as well as on a business-to-business basis to third party travel agents. Our independent travel products encompass dynamically-packaged holidays (where customers can tailor their holiday by bundling together individual holiday components to meet their personal requirements with regard to destination, duration, variety, quality and price), individual holiday components and scheduled tours. We typically aggregate the various components from a wide range of third party suppliers and sell this aggregate product either directly to customers or to third party travel agents on a business-to-business basis. We are paid a commission by the third party supplier based on the booking price paid by the customer. In addition, to complement our travel offerings, we provide travel-related financial services, consisting of foreign currency and pre-paid foreign currency cards and travel insurance, and certain ancillary travel services, such as duty free shopping and processing passenger baggage at airports. Our Northern Europe segment achieves ancillary and upsell margins per customer that are more than £15 greater than our other segments. We therefore believe that there is an opportunity to increase ancillary and upsell margins in our UK segment to between £34 million and £42 million per year. Similarly, we believe that in our Continental Europe segment, the opportunity to increase ancillary products and upsell margins is between £28 million to £36 million per year. We intend to build upon our strong market position in traditional pre-packaged holidays by increasing our sales of concept holidays, which is expected to be achieved by way of expanding our concept hotels and other successful formats in existing source markets as well as rolling them out to new source markets. These products tend to generate higher margins and more repeat business than traditional pre-packaged holidays and other products which are readily available from other tour operators. We also plan to develop our independent travel products by expanding our flight-only and room-only booking capability and focusing on a selected number of third party service providers in order to achieve consistent high-quality offerings. We intend to develop our tour operations product by increasing the share of unique and differentiated products. In conjunction with these plans, we are targeting an improved customer experience by enhancing our online offering and, at the same time, providing call centre and store staff with access to the same underlying customer information. The aim of this initiative is to provide a customer experience which is more personalised and consistent across each of our distribution channels.

Business Transformation Certain statements and targets in this section are forward-looking. They are based upon our expectations and assumptions regarding our present and future business strategies and the environment in which we will operate, which may prove not to be accurate. Actual results and market developments may

113 differ materially from those described below. See “Forward-looking statements” and “Risk Factors” herein for a description of certain factors, among others, that may cause these statements not to materialise.

Introduction We are in the process of undertaking a programme to transform our business, by strengthening our organisational effectiveness, improving profitability and working capital management and implementing a strategy for profitable growth. The programme was initiated by the Board in 2012, with the objective of turning around the financial and business performance of our Group and of establishing a profitable strategy for the future. The Business Transformation focuses on three main elements: • building a more effective organisation; • reducing costs and improving our cash position, principally through the Improvement Initiatives; and • the implementation of the Profitable Growth Strategy. To achieve each element, teams are operating to deliver the changes required and the EBIT improvements we target.

Building a more effective organisation A number of initiatives are underway with the aim of reshaping our organisation and increasing our effectiveness. These initiatives are focused on the following principal themes and objectives: • Highly qualified employees. We have strengthened and are continuing to strengthen our management team through significant external recruitment as well as internal promotion. Our objective is to ensure that the business is staffed by highly qualified employees and that the organisation is structured so as to facilitate and drive the implementation of the Business Transformation. • Organisational structure and culture. We are seeking to ensure that we further develop our Group-wide approach with respect to the assessment and delivery of strategic and operational objectives. We consider that such an approach will enable our businesses to share best practices across the Group, streamline decision-making processes, leverage our scale more effectively and achieve the EBIT improvements which are targeted as part of the Business Transformation. • For example, we are in the process of restructuring our online business so that the operation and development of this distribution channel is fully aligned with the approach being taken with respect to our other distribution channels (principally retail outlets and call centres) in each operating segment. The intention of this restructuring is to enhance our omni-channel distribution approach. In particular, we are aiming to eliminate inter-channel competition and to deliver a customer experience that is consistent across all distribution channels (for example, as to the products and services which are made available to each customer). The restructured online business is being supported by a centralised e-commerce team whose main objective is to provide the IT platforms, and online and product marketing expertise, to streamline the interaction between the Group's online business and our other distribution channels. • Clear accountability and performance metrics. New, objective and performance-based criteria are being developed and applied across our Group with the aim of providing clear performance targets aligned with the delivery of the Business Transformation, implementing a clearer framework for the development of our businesses and ensuring greater accountability within the organisation for the achievement of the targeted EBIT improvements. The Board believes that the ongoing implementation of these initiatives is enabling the Business Transformation to progress rapidly while delivering greater efficiencies and collaboration between our businesses.

The Improvement Initiatives Following our decline in profitability from 2010 to 2012, and an extended period of challenging trading and macroeconomic conditions, the Board's priority has been to address our high cost base and weak cash position, and create a foundation from which to launch a new strategy aimed at delivering sustainable, profitable growth. A number of projects have been undertaken that aim to reduce our cost base substantially and sustainably, and to increase our profitability, through a series of restructuring measures being implemented 114 across our Group. These measures are generally focused on extracting efficiencies and cost savings through better collaboration across our Group and the implementation of structural changes; the measures include the UK Turnaround Plan, the Group Profit Improvement Programme and the Cash Initiatives.

Group Profit Improvement Programme (“Wave 1 Transformation”) The Group Profit Improvement Programme was announced in November 2012. This programme includes the UK Turnaround Plan, adopted by the Group in 2011, which comprises a number of improvement measures seeking to return our UK business to sustainable profitability. The measures which are being implemented, or which we propose to implement, pursuant to the Group Profit Improvement Programme, comprise the following key elements: • Improvements to organisational structure and footprint. In the UK, we are continuing to undertake further restructuring measures to deliver additional EBIT improvements. The primary focus of these measures is on simplifying the UK organisational structure and streamlining decision-making processes. We have substantially reduced the number of back-office locations and have moved offices to lower-cost premises. In addition, we have reduced headcount and closed 195 stores and put in place a more efficient and streamlined management system for our remaining stores with the aim of increasing savings. Despite these closures, we have remained one of the largest high street tour operators in the UK, with 853 stores remaining. We also plan to implement similar initiatives in other key source markets including, for example, the integration of back-office functions within our businesses in Continental Europe. • Streamlining of product, infrastructure and technology. We are in the process of implementing and refinancing a Group-wide approach to purchasing hotel capacity. This represents a substantial departure from previous practice where hotel capacity was purchased individually by each business segment. The new approach, which has been successfully piloted and has been rolled out in our Continental Europe business, allows us to pool requirements and leverage our scale to obtain better terms (particularly as to pricing), while also facilitating the implementation of the Group's Profitable Growth Strategy by removing under-performing hotels from the hotel portfolio. Similar initiatives are being pursued in other areas of our operations, such as marketing, where we have consolidated our media purchasing activities in the UK (and are now rolling out the approach across Continental Europe) and initiated Group-wide tenders for brochure printing. Alongside these initiatives, we are also in the process of combining various in-house IT teams into one single team to co-ordinate the development of our IT systems and applications. When announced in November 2012, we were targeting the delivery of £210 million of cumulative EBIT improvements by 2015, of which £25 million was targeted to be delivered in 2013, a further £130 million targeted in 2014 and a further £55 million in 2015 with the UK expected to account for approximately 50 per cent. of the targeted improvements. As of 30 September 2014, £400 million of the targeted EBIT improvements were delivered, of which 140 million had come from our UK Turnaround, £73 million came from our integrated air travel strategy, £87 million from organisation structure savings and £69 million from product, infrastructure, technology and other savings. As a result of progress on implementation of the Group Profit Improvement Programme, we announced on 26 November 2014 that the Wave 1 Transformation is delivering ahead of schedule and as a result we have increased our target EBIT improvements in September 2015. As at 30 September 2014, our targeted EBIT improvements by 2015 were £500 million. The total implementation costs for Wave 1 are expected to be approximately £124 million, of which £113 million had been incurred as of 30 September 2014. Our formal divestiture programme came to an end in June 2014, having generated gross proceeds of £138.5 million from 15 disposals in 15 months, thus meeting the Board's target of £100.0 million to £150.0 million more than 15 months ahead of schedule. In November 2013, we announced the second part of our UK Turnaround and Group Profit Improvement Programme (the “Wave 2 Transformation”). We plan to achieve this primarily by improving the way we manage yields, digitising the business, consolidating contact centres and transforming functional effectiveness through shared services. We have set a target of more than £400 million in EBIT improvements by 2018 (at an estimated one-off cash cost of £145 million). We anticipate that the Wave 2 Transformation will not only support further improvements in EBIT but also enable continuing investment in new product development over the long term.

Cash Initiatives In addition to implementing various measures and initiatives aimed at reducing costs and improving profit, we are also implementing measures to improve our working capital management practices in order to 115 address our cash position directly. These measures, which we are seeking to apply to all business segments, include improving the management and collection of receivables, implementing earlier customer payment terms, including larger deposits, eliminating early payments to trade creditors, and increasing payment terms with suppliers. We are currently targeting an average working capital improvement of £200 million across the Group in 2015. The achievement of these targeted improvements is being tracked and driven by a focus on strengthening our capabilities and governance in working capital, including the introduction of systems to track working capital drivers at a granular level. This is expected to allow us to exercise significantly more control over our cash position and generation. Our formal divestiture programme came to an end in June 2014, having generated gross proceeds of £138.5 million from 15 disposals in 15 months, thus meeting the Board's target of £100.0 million million to £150.0 million more than 15 months ahead of schedule. From time to time, however, we do and will continue to consider the sale, restructuring and/or reorganisation of certain of our businesses and assets, particularly when approached by third parties or where opportunities to streamline our business and improve our financial condition arise.

The Profitable Growth Strategy Our new strategy, announced on 13 March 2013, is to drive profitable growth by seeking to provide trusted, personalised holiday experiences through a “high-tech”, “high-touch” approach. Our Profitable Growth Strategy involves the following five major pillars, developed through the accumulated institutional knowledge of our Group, senior management insight into each of our key source markets, research into the competitive dynamics of, and trends within, the leisure travel industry and an in-depth survey we conducted of the attitudes and travel habits of almost 18,000 people across our key source markets: (i) growing profitably through our trusted product portfolio; (ii) the Voyager Android and omni-channel strategy; (iii) optimising costs and cash through the Thomas Cook Business System; (iv) owning and taking risk in the right assets and capacity and (v) repositioning our organisation, culture and capabilities. For additional information on each of the five pillars of our Profitable Growth Strategy, see “—Our Strategy”. Implementation of the Profitable Growth Strategy is expected to be phased over five years to balance the desire for rapid improvements against implementation lead times (for example, in relation to concept hotels) and the level of investment required.

Strategic and financial targets; KPIs The information included in this section is derived from management estimates, is not part of our consolidated financial statements or financial accounting records and has not been audited or otherwise reviewed by outside auditors, consultants or experts. Certain estimates and targets in this section are forward-looking and actual results and market developments may differ materially from those described below. See “Forward-looking Statements” and “Risk Factors” herein for a description of factors that may cause such estimates or targets not to materialise.

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A number of specific targets and KPIs for 2015 have been identified to enable the Group to monitor our progress over the course of the implementation of our Business Transformation. These comprise the following:

Minimum Position targets for in the the year year Delivery Delivery ended ended 30 to 30 to 30 30 Septembe Septembe Septembe Septembe (unaudited, based on management estimates) r 2012 r 2013 r 2014 r 2015

Targets

Sales CAGR(2) ...... — — (2.1%) ›3.5% Underlying gross margin improvement(3) ...... — 0.8% 1.5% ›1.5% UK EBIT margin(4) ...... 0.1% 2.3% 3.5% ›5.0% Cash conversion(5) ...... 11% 48% 62% ›70%

Notes: (1) Cumulative EBIT improvement twelve-month run-rate. (2) Compounded annual growth rate of the Group's sales from 2013 to 2015. (3) Calculated on a like-for-like basis adjusted for disposals, against year ended 30 September 2012 underlying gross margin level of 21.3 per cent. on a last twelve months basis. (4) Underlying profit from operations of the Group's UK operating segment (excluding Thomas Cook India) as a percentage of its revenue on a last twelve months basis. (5) Net cash from operating activities less interest paid as a percentage of underlying EBITDA on a last twelve months basis. Free cash flow before capital expenditure but after exceptional items, as a percentage of underlying EBITDA.

The Targets We are targeting at least £700 million of revenue in 2015 from our new and enhanced product offerings. These offerings are also planned to deliver an average EBIT margin of at least six per cent. A key part of the Profitable Growth Strategy is our plan to become the leading online tour operator, with the highest share of bookings online for a major tour operator in the source markets in which we currently operate. The online penetration target is intended to provide a measure to assess delivery against this objective. The level of online penetration is, however, expected to differ between our key source markets and we are currently targeting online bookings of at least 55 per cent. for the UK segment, at least 12 per cent. for Germany, Austria and Switzerland, taken together, at least 40 per cent. for the other countries in the Continental Europe segment, taken together, at least 75 per cent. for Northern Europe and at least 75 per cent. for the Airlines Germany business, in each case in 2015; and targeting a further increase in online penetration in Germany, Austria and Switzerland, taken together, to at least 30 per cent. in 2017. In the year ended 30 September 2014, online penetration was 38 per cent. The UK Turnaround Plan and the Wave 2 Transformation are together targeted to deliver annual EBIT improvements of £400 million by 2018 (at an estimated one-off cash cost of £145 million). In the context of the Wave 2 Transformation we have so far identified an initial proportion of benefits, which we have fully risk- weighted, of £180 million.

The KPIs We are targeting sales to improve by at least 3.5 per cent. per annum on a compounded basis from 2013 to 2015. We are aiming to improve underlying gross margin such that it is at least 1.5 percentage points higher in 2015, through improved yield management, cost reduction initiatives and our enhanced product offering. We will measure our performance under this KPI against an underlying gross margin strategy.

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In the year ended 30 September 2014, we delivered a 0.2 percentage point like-for-like improvement in underlying gross margin as compared with the same period in 2013. The following table sets out a reconciliation of gross margin in respect of the Group in the year ended 30 September 2014 and 30 September 2013 to underlying gross margin in respect of those periods on a like for like basis:

Year Year ended 30 ended 30 Septembe Septembe r 2014 r 2013 Change

(%)

Gross margin ...... 22.3% 22.1% 0.2% Discontinued operations(1) ...... — (0.3)% — Like for like (unaudited) ...... 22.3% 21.7% 0.6%

(1) Net impact of the disposal and closure of individual businesses (Thomas Cook Egypt, Thomas Cook Lebanon, Neilson Active Holidays, Thomas Cook CFX Ltd, Essential Travel, Elegant Resorts, Gold Medal, Co-operative Travel Management, The Airline Group Limited and store closures). Given that the delivery of the UK Turnaround Plan, and the delivery of EBIT improvements under the Group Profit Improvement Programme which are expected to accrue to the UK business, are key to the turnaround of our business in the UK, the Board has established a KPI of achieving an underlying EBIT margin for the UK (that is, underlying profit from operations of our UK operating segment as a percentage of our revenue) of at least five per cent. in 2015. In the year ended 30 September 2014, underlying EBIT margin for the UK was 3.5 per cent. In addition, we are aiming to improve our level of cash conversion (that is, free cash flow before capital expenditure but after exceptional items as a percentage of underlying EBITDA) from 11 per cent. in 2012 to more than 70 per cent. in 2015. In the year ended 30 September 2014, our cash conversion was 62 per cent.

Intellectual Property Thomas Cook Group plc owns the rights to the “Thomas Cook” name, which is our most important intellectual property asset. We regard our trademarks and other intellectual property as valuable assets and take appropriate action when necessary to protect them. We have also registered numerous trademarks in relation to our tour operator sub-brands and specialist businesses, including: Neckermann and Condor in Germany, Belgium, the Netherlands and, with respect to Neckermann only, Poland; Jet tours in France and Ving, Spies and Tjäreborg in Northern Europe. In October 2013, we announced the unification of our brands and marketing activity under one common symbol, the “Sunny Heart”. The simplification of our brand proposition is a key element of our Profitable Growth Strategy, building on our brand heritage and symbolising the transformation into a single, united business. The essence of the new brand captures how Thomas Cook wants to position itself as a “high-tech”, “high-touch” experience across all its customer touch points with an omni-channel approach. We have reduced our brand labels from 85 to 30 to eliminate confusion and make it easier for our customers to identify us through our trademarks. We have a portfolio of over 2,000 internet domain names registered around the world. A large number incorporate the Thomas Cook name, but a range of other brand names are incorporated into these domain names.

Information Technology IT is a key driver of change in the travel industry, presenting both new opportunities for established players and enabling new competitors to establish themselves quickly and cheaply, without a physical presence. In this context, we are in the process of implementing a significant IT transformation programme. The Board believes that this programme will enable our Group to exploit technology for strategic advantage by improving our distribution and sales capabilities, enabling us to respond more effectively to competitors and increasing operational efficiency and effectiveness. Part of this IT transformation programme is a group wide infrastructure transformation program. The objective of this program is to consolidate and optimise our IT infrastructure.

The main focus of the IT transformation programme is to put in place an IT operating model and a set of systems and infrastructure to enable successful delivery of the Profitable Growth Strategy. Pursuant to this programme, we intend (among other things): 118 • to develop our IT systems to facilitate the delivery of a consistent and best in class customer experience across all of our distribution channels. This is expected to include the development of tools which will enable the collection of data in a co-ordinated and consistent manner (for example, through integration with social media or third party blogs) so that customer preference and behaviour data can be utilised to provide personalised product offerings and recommendations. • to create a Group-wide inventory of concept hotel capacity, which the businesses in each of our source markets can access to facilitate the expansion of our exclusive and international hotel concepts. To support this, we are also planning to invest in our pricing engine to achieve a more efficient and consistent yield management across our source markets and distribution channels. • to create a group wide inventory of airline seats available seamlessly to our markets. To achieve this we will be consolidating many operational, reservation, inventory and departure control systems. • to deploy a group wide customer relation management application (CRM) to enable loyalty management and auxiliary product distribution. These IT simplification initiatives aim to roll out proven architecture used in some of our businesses as well as deploy new best in class applications: • the rationalisation of tour operations, retail applications and consolidation of websites and platforms (for example, we intend to reduce the number of customer-facing websites to three in the UK); • the consolidation of all airlines systems. • the consolidation of back office systems across the group (the Tour Operator and Airlines) • the strengthening of our IT vendor management practices and strategic partnerships with key technology suppliers; and • the elimination of legacy IT systems which were used to support businesses which have now been disposed of by our Group. The delivery of the IT transformation programme and the IT simplification initiatives will be supported by new, Group-level IT governance processes and stringent risk management approaches, in which senior management is expected to be extensively involved.

IT Agreements The Parent entered into a Master Services Agreement with a third party service provider relating to the provision of IT infrastructure and network related services in 2011 (the “MSA”). Under the terms of this MSA, Thomas Cook outsourced the provision of certain IT services, including service management and service desk, data centre, workspace, network, telephony and security services in a number of European jurisdictions. In December 2013 the Parent entered into an agreement with the third party service provider documenting the termination of the MSA. The Parent and third party service provider intend that all of the in- scope services will have either been brought back in-house by Thomas Cook, or transitioned to an alternative service provider, by 30 June 2015. For future service provision the Parent intends to split the scope of these services and will enter into three new contracts for the provision of the Group's network and telephony services, end user computing services and data centre services. The service management and service desk services previously provided by the third party service provider will be brought back in-house and performed by the Parent. To date the Parent has entered into outsourcing agreements for each of the network and telephony and end user computing service towers. The Parent is at the early stages of conducting a `request for proposal' process with nine potential service providers in respect of its data centre strategy.

Joint Venture Agreements

Co-op JV The Parent has entered into the agreements described in the subsections below in connection with the establishment of TCCT Holdings UK Limited (“TCCT”) as a joint venture company to conduct a retail travel agency business and related activities in the United Kingdom, Ireland, Jersey and Guernsey. Thomas Cook Retail Limited (“TCR”), Central England Co-operative Limited (formerly known as Midlands Co-operative Society Limited) (“Central England Co-op”), and Co-operative Specialist Businesses Limited (“Co-op SBL”) have contributed their retail travel businesses to a joint venture in return for an equity interest in TCCT of 66.5 per cent. to TCR, 30 per cent. to Co-op SBL and 3.5 per cent. to Central England Co-op. The

119 transaction documentation was signed in October 2010 and the transaction completed on 4 October 2011. On 28 September 2011, the parties agreed to novate the relevant agreements substituting TCCT Holdings Limited, the original party to the joint venture agreements, to TCCT.

TCCT Shareholders' Agreement Pursuant to the establishment of TCCT, TCR and the Parent (as TCR's guarantor) entered into a shareholders' agreement dated 29 October 2010, as amended on 17 March 2011 and as amended, novated and restated on 28 September 2011 with Central England Co-op, Co-op SBL and TCCT (the “TCCT Shareholders' Agreement”) which regulates the management and business of the joint venture, the TCCT shareholders' relationship with each other and certain aspects of the affairs of, and shareholders' dealings with, TCCT. Co-op SBL and Central England Co-op have options to put their shares to TCR for a consideration of 4.0x EBITDA. Co-op SBL and Central England Co-op may exercise their put options at the earliest on 1 December 2016 (with the earliest payment in respect of the exercise of such put options being 1 December 2017 (assuming the put options are exercised on 1 December 2016)). TCR has an option to call the shares owned by Co-op SBL and Central England Co-op for a consideration of 5.0x EBITDA and, in each case, TCR will be able to utilise The Co-operative Travel and Central England Co-op brands for a further two years after exit. If the total dividend payments to Co-op SBL are less than £37.2 million after the first five years from completion, TCR will, after 30 September 2016, make a payment to Co-op SBL to cover the shortfall. If the total dividend payments to Central England Co-op are less than £4.7 million after the first four years from completion, TCR will, after 30 September 2015, make a payment to Central England Co-op to cover the shortfall. The TCCT Shareholders' Agreement contains other provisions which are customary for a transaction of this nature. As set out in note 19 to the 2014 Annual Report, included within other payables (non-current liabilities) of £88 million is £82 million (2013: £75 million) that represents the carrying value of the contingent obligation to acquire from Co-op SBL and Central England Co-op their shares in TCCT.

CIS JV The Parent entered into each of the agreements described in the subsections below in connection with the acquisition by the Parent of a 75 per cent. interest in ITC Travel Investments, Sociedad Limitada (“ITC”). ITC and its subsidiaries own inbound, outbound and domestic tour operating operations previously owned by the Russian company VAO and its subsidiaries. The joint venture also includes the retail travel network previously operated by the Intourist business. The remaining 25 per cent. of ITC's shares are currently owned by VAO.

Shareholders' Agreement Pursuant to the Intourist SPA, the Parent entered into a shareholders' agreement dated 12 July 2011 with VAO, IOL and ITC (the “Intourist SHA”) which regulates the management and business of ITC, the shareholders' relationship with each other and certain aspects of the affairs of, and the shareholders' dealings with, ITC. Thomas Cook CIS has agreed to be bound by the terms of the Intourist SHA as if it were a party to that agreement, pursuant to a deed of adherence dated 12 July 2011. IOL has transferred its ITC shares to VAO. On 18 September 2013, the parties entered into a deed of settlement, under which VAO sold a further 24.9 per cent. of their shares in ITC to the Parent in consideration for the entry into the deed of settlement. Under the Intourist SHA, Thomas Cook CIS has a call option pursuant to which Thomas Cook CIS can acquire all of the remaining shares in the joint venture. VAO has a put option pursuant to which it may require Thomas Cook CIS to acquire all of the remaining shares in the joint venture. The valuation of the remaining shares following the exercise of the call or put option in respect thereof will be determined in accordance with a formula that references the profitability of the CIS JV. The Intourist SHA contains other provisions which are customary for a transaction of this nature.

120 Employees The average number of employees within each operating segment of the Group for each financial year for the period covered by the historical financial information were as follows:

Year ended 30 September

2014 2013 2012

United Kingdom ...... 9,720 12,941 18,066 Continental Europe(1) ...... 6,568 7,253 8,187 Northern Europe ...... 3,120 3,090 2,983 North America ...... — — 1,343 Airlines Germany ...... 2,997 2,917 2,759 Corporate ...... 267 247 225

Total ...... 22,672 26,448 33,593

(1) In 2012, the Group's East Europe business was transferred out of the former West & East Europe operating segment to the Central Europe operating segment and the West & East Europe operating segment was re-named West Europe. In the six-month period ended 31 March 2013, the Group's Central Europe and West Europe operating segments became a single operating segment, Continental Europe. On 1 May 2013 we completed the North American Business Disposal, as a result of which the Group no longer has any operations in North America.

Legal and arbitration proceedings None of the Issuer or the Group is or has been engaged in or, so far as the Issuer or the Group is aware, has pending or threatened, any governmental, legal or arbitration proceedings which may have, or have had, a significant effect on the Issuer’s financial position or profitability since the date of its incorporation, or on the Group’s financial position or profitability during the 12 months preceding the date of this Offering Memorandum.

Principal property, plant and equipment We occupy approximately 3,100 owned and franchised retail stores in 16 countries and occupy office premises in most countries in which we operate. The main properties over which we have ownership include the UK business's headquarters and principal operating offices in Peterborough and our offices in Holland and Belgium. We operate 91 aircraft in the United Kingdom, Belgium, Northern Europe and Germany, of which 24 are owned and 67 are under operating or finance lease. We lease three aircraft hangars in Copenhagen, Manchester and Frankfurt.

Regulation The industries in which we operate are regulated at various levels by European and other national regulators.

Package holidays and tours The Package Travel Directive imposes various obligations upon marketers of travel packages. Each business of the Group operating in any EU member state has to comply with the Package Travel Directive. The detailed compliance requirements vary between individual EU member states as a result of differing approaches to implementation of the Package Travel Directive at a national level. • The obligations imposed upon the Group as a result of the Package Travel Directive include disclosure obligations to customers and liability to customers for improper performance of the package holiday and tour.

• In addition, in each of our source markets, we must comply with travel industry regulations and standards relating to the protection of customers. In particular, customers are entitled to reimbursement of return travel costs and amounts paid in the event of insolvency or bankruptcy on the part of a tour operator. The nature of the arrangements entered into by the Group to satisfy these requirements varies between our source markets. The United Kingdom operates the ATOL scheme, a financial protection scheme applicable to all air travel arrangements which are sold by companies other than airlines. If a travel business that holds an ATOL fails, the ATOL scheme ensures that customers who paid and contracted with that ATOL holder for a flight- inclusive holiday or a flight do not lose the money paid over and are not stranded abroad. Under this

121 scheme, we are required to collect and remit a small charge for each protected customer upon booking to a fund that is used to fund the scheme. In July 2013, a process to reconsider the Package Travel Directive started. The proposed revision enhances consumer protection rights and creates a more level playing field among operators. The precise requirements of the Package Travel Directive are unlikely to be finalised until Spring 2015 and the UK Government is conducting a parallel consultation with the travel industry around possible changes to the ATOL consumer protection regime. We continue to engage with all key European institutions to seek the best outcome for consumers and for the industry. The United Kingdom also provides for a separate bonding arrangement in relation to ABTA-protected holidays (being a holiday which does not involve a flight). Equivalent customer protection exists in all of the European markets in which the Group operates. For example, in Germany, Belgium and Austria, the required protection is provided through an insolvency insurance system, whereas in Ireland, Northern Europe and France, performance bonds are provided to regulatory bodies by a variety of banks and insurance companies. Providers of travel arrangements in European markets are also affected by a variety of other European and national laws, regulation, policies and standards, particularly with respect to pricing, information disclosure and transparency and protection of customer data.

Airline industry

Introduction The airline industry is subject to a high degree of international, European and national regulation covering most aspects of airline operations. As regards to airline safety, the basis for international regulation of airline operations derives from the Chicago Convention of 1944, which provides for the adoption of international standards and recommended practices in a number of safety-related areas. For example, this convention requires every aircraft to be registered on the national register of a contracting state, with the state of registry being responsible for regulating the safety of the aircraft and its operation, the competence of its crew and those who maintain the aircraft. This convention also established the International Civil Aviation Organisation under the auspices of which rules establishing minimum operational standards are typically agreed on a multilateral basis. Under this system, national aviation authorities are responsible for regulatory oversight. However, within the EU the most technical aviation rules and standards are set at an EU level, by the European Aviation Safety Agency in conjunction with the European Commission. Rights to carry traffic between countries and the regulation of fares are normally agreed on a bilateral basis between states. A notable exception is the multilateral single market arrangements, which apply within the EU. These arrangements provide that an airline that satisfies certain requirement (for example, as to technical fitness, financial fitness and nationality of ownership and control) is permitted to operate air services between any two points in the EU, as well as between the EU and other countries who have entered into such multilateral arrangements, at whatever fares it wishes.

Operating Licences In order to carry passengers, air operators based in the EU must, pursuant to the Operating Licence Regulation, hold an operating licence granted by the EU state in which they have their principal place of business (an “Operating Licence”). For example, for UK-based airlines, licensing is undertaken by the Civil Aviation Authority (“CAA”). In order to qualify for an Operating Licence, an operator must meet a number of requirements, including those in respect of its safety and insurance arrangements and its nationality of control. It must also meet certain specified financial criteria. The CAA is obliged to monitor compliance by holders of Operating Licences with the requirements and a carrier licensed by the CAA must be able at all times on request to demonstrate such compliance. The Operating Licence Regulation provides for the nationality of control requirement by reference to a concept of “effective control”. In the context of UK airlines, the CAA normally takes the view that compliance with the criterion will be assessed having regard to the beneficial ownership of ordinary shares. In this context, the Group has built certain safeguards relating to share ownership into the Articles of Association. Similar rules and arrangements apply to other EU countries in which the Group has airlines, namely Germany, Denmark and Belgium.

122 EU ETS The airline sector joined the EU ETS on 1 January 2012, as a result of which any operator of any flight departing from or arriving at an EEA airport will have to surrender carbon allowances to cover the flight's emissions. Although the scheme originally applied to all flights into and out of the EEA, including those operated by non-EU carriers, the European Commission announced in November 2012 that it would defer compliance for non-EU carriers in relation to flights outside the EU for a period of one year. For the period 2013-2016, the legislation has been amended so that only emissions from flights within the EEA fall under the EU ETS. A certain proportion of an airline's allowance is allocated free of charge. The European Commission published a benchmark calculation on 26 September 2011, which enables all airlines to calculate a free allowance allocation for the period between 2012 and 2020. Due to the change in regulations requiring that only carbon credits in respect of EEA flights required compliance submission, the airline sector has not been as exposed to a shortage of compliance credits that was previously expected. Due to high efficiency metrics calculated with reference to 2010 data, overall the Group is not significantly short of carbon credits and does not anticipate to be so for the foreseeable future. Future changes in regulation may however have significant impact on the requirement for the Group to purchase carbon credits in the external market.

Air travel taxes A number of countries are now imposing taxes on air travellers. The most significant of these is the UK's Air Passenger Duty, pursuant to which all air travellers from UK airports pay a tax depending on the distance travelled, and class of travel, currently ranging from £13 for customers travelling to Europe to £97 (in relation to the lowest class of travel, that is economy class) for customers travelling to Australia. The rates are subject to an annual inflationary re-rating.

Passenger protection EC Regulation 261/2004 grants rights to airline passengers in respect of flights which are delayed or cancelled, or where passengers are denied boarding by their airline. Under this regulation, airlines are required to pay compensation to passengers whose flights are cancelled unless they can demonstrate that the cancellation was caused by extraordinary circumstances which were out of their control and could not have been avoided even if all reasonable measures had been taken. In November 2009, the Court of Justice of the European Union ruled that passengers whose flights are delayed so that their arrival at the final destination is at least three hours later than scheduled should be entitled to the same remedy with retrospective effect. On 11 June 2014, the UK Court of Appeal ruled in Huzar v Jet2 that technical delays will rarely fall into the `extraordinary circumstances' defence under EC Regulation 261/2004 as they are inherent in the normal activity of an airline. Jet2 applied for permission to appeal this decision, but on 31 October 2014 the Supreme Court refused permission to appeal. As such, UK airlines are now liable to compensate customers for delays caused by normal technical problems. This decision, together with the recent decision in Germanwings GmbH v Henning, which ruled that Articles 2, 5 and 7 of Regulation (EC) 261/2004 can be interpreted as meaning that the concept of “arrival time” which is used to determine the length of the delay to which passengers on a flight have been subject refers to the time at which at least one of the doors on the aircraft is opened (and not the time at which the plane touched down) puts more pressure on carriers and gives them even less scope to defend Regulation 261 claims. Passenger claims for compensation for delays caused by technical reasons were put on hold pending the outcome of the Huzar v Jet2 case and such claims will now be payable. As at 30 September 2014, the Group has built a provision of £53 million for EC Regulation 261/2004 claims. The airlines in the Group do not generally cancel flights, nor are passengers overbooked and thus denied boarding. The European Commission is currently reviewing EC Regulation 261/2004, and a proposal to reform this Regulation was published by the Commission in March 2013. Depending upon the final form of the proposal, which will need to be negotiated between the European Parliament and the Council of the EU, this may affect the Group's obligations.

Other regulation The airlines operated by the Group are also affected by a range of other European and national laws, regulations, policies and industry standards, particularly in relation to competition, passenger rights, airports, noise control, air traffic control, security and insurance. These include Council Regulation 95/93 (dealing with airport slots), Council Regulation 300/2008 (applying common rules in the field of civil aviation security), Regulation 1008/2008 (imposing common rules for the operation of air services in the European Community, amongst others). Certain countries also impose operating restrictions on their airports, requiring closures at certain times of the night, which may impact flight planning.

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MANAGEMENT

Board of Directors The persons set forth below are the senior managers and current members of the Board of Directors of Thomas Cook. The address for each of the directors and senior managers of Thomas Cook is 3rd Floor, South Building, 200 Aldersgate Street, London EC1A 4HD, United Kingdom.

Name Age Position

Directors

Frank Meysman ...... 62 Non-Executive Chairman Dr. Peter Fankhauser ...... 53 Group Chief Executive Officer Michael Healy ...... 54 Group Chief Financial Officer Dawn Airey ...... 54 Independent Non-Executive Director Emre Berkin ...... 53 Independent Non-Executive Director Martine Verluyten ...... 63 Independent Non-Executive Director Annet Aris ...... 56 Independent Non-Executive Director Carl Symon ...... 68 Senior Independent Director Warren Tucker ...... 52 Independent Non-Executive Director Senior Management

Christoph Debus ...... 43 Group Chief Airlines and Hotels Officer Craig Stoehr ...... 47 Group Chief Corporate Officer & General Counsel Derek Woodward ...... 56 Group Company Secretary Salman Syed ...... 41 Managing Director, UK & Ireland Michael Tenzer ...... 49 Managing Director, Central Europe Magnus Wikner ...... 52 Managing Director, Northern Europe Reto Wilhelm ...... 53 Managing Director, East/West Regions Remo Masala ...... 49 Group Chief Marketing Officer Marco Ryan ...... 48 Group Chief Digital Officer Mathias Brandes ...... 50 Group Head of Communications

Mr. Frank Meysman was appointed Chairman Designate of the Company on 1 October 2011 and became Chairman on 1 December 2011. He enjoyed a successful executive career in dynamic global brand companies, including Procter & Gamble between 1977 and 1986, Douwe Egberts between 1986 and 1990 and the Sara Lee Corporation between 1990 and 2003 where, from 1997, he was Executive Vice President and a member of the Board of Directors. Since leaving Sara Lee, Frank has been a Non-Executive Director, including Chairman, of a number of public and private international companies. In April 2014 he won, as Chairman, in the “Quoted Company—Official List” category at the Non-Executive Director Awards 2014. Other appointments: Chairman of Betafence and JBC N.V. He is also an Independent Representative Director of Picanol N.V., Warehouses De Pauw (WDP) and Spadel S.A. Dr. Peter Fankhauser, Group Chief Executive Officer, joined the Company in 2001 and was appointed to his role as Group Chief Executive Officer on 26 November 2014. He is a member of the Group Executive Committee. Prior to being appointed Group Chief Executive Officer, he held a number of senior executive roles within the Group including Group Chief Operating Officer. Before joining Thomas Cook he was an executive board member of Kuoni Reisen Holding AG in Zürich and chief executive officer of LTU Group in Düsseldorf. Dr. Peter Fankhauser does not hold any directorships or analogous roles in addition to his management position in the Company and in subsidiaries of the Company, nor has he held any such directorships or analogous roles in the five-year period immediately preceding the date of this document. Mr. Michael Healy joined the Company on 14 May 2012 and became Group Chief Financial Officer on 1 July 2012. He is a member of the Group Executive Committee. Prior to this, he was Group Finance Director of Kwik-Fit Group where he played a key role in implementing a business development plan to reduce risk in a highly leveraged business. Michael has considerable international experience, across a broad range of industries and was previously Chief Operating Officer and Finance Director of the Hong Kong listed First Pacific Company Limited and subsequently Chief Financial Officer of ebookers plc. He is a member of the Institute of Chartered Accountants of Scotland. In March 2014 Michael won the accolade of “Finance Director of the Year” at both the Business Finance Awards and the UK Stock Market Awards. Ms. Dawn Airey was appointed as an Independent Non-Executive Director on 12 April 2010. She has over 29 years' experience in the media industry and has held senior positions at some of the UK's leading media companies. She is currently Senior Vice President of Yahoo! EMEA. Until April 2013 she was 124 President of CLT-UFA UK Television Limited within the RTL Group and prior to this, she was Chair and Chief Executive Officer of Five TV, after joining the company from her role as Managing Director, Global Content at ITV plc. Between 2004 and 2008, she was also a Non-Executive Director of easyJet plc. Other appointments: Chair of the National Youth Theatre. Mr. Emre Berkin was appointed as an Independent Non-Executive Director on 1 November 2012 and was appointed as Chairman of the Health, Safety & Environmental Committee on 20 February 2014. He has considerable experience across the technological sector and international markets and, being based in Turkey, he has vital knowledge of one of the key destinations for millions of our customers. Between 1993 and 2006, he held a number of senior positions at Microsoft, latterly as Chairman, Middle East & Africa and Vice-President, Europe, Middle East & Africa, where he led all aspects of Microsoft business in 79 countries. Other appointments: Non-Executive Director to a number of companies, including Pegasus Airlines, Turkey's leading low-cost carrier, listed on the Istanbul Stock Exchange, and a broad range of technology companies. Ms. Martine Verluyten was appointed as an Independent Non-Executive Director on 9 May 2011. She has significant international financial and IT expertise and has held a number of senior finance positions across the telecommunications, electronics and materials sectors. Between 2006 and 2011, she was Chief Financial Officer of Umicore, a Brussels-based materials technology group and from 2000 to 2006 she was Group Controller and subsequently Chief Financial Officer of the mobile telephone operator Mobistar. Other appointments: Non-Executive Director of 3i Group plc, Supervisory Board member and chair of the audit committee of STMicroelectronics N.V. and Independent Director of Group Bruxelles Lambert. She also chairs the audit committee of the Flemish Region in Belgium. Ms. Annet Aris was appointed as an Independent Non-Executive Director on 1 July 2014. She is Adjunct Professor of Strategy at INSEAD, France, a position she has held since 2003, and before that was a partner of McKinsey & Company in Germany where, for a number of years, she was the only female partner and one of the leaders of its Transportation and later its Media practice. Other appointments: Various non-executive roles in Germany, the Netherlands and Finland, including: Board member and Chair of the Audit committee of Kabel Deutschland AG; Board member and Chair of the Nomination and the Remuneration Committees of ASR Netherlands N.V.; Board member and Vice-Chair of the Human Resources Committee of Sanoma Group; Board member of Jungheinrich AG; and Board member and Member of the Audit and the Compensation Committees of ProSiebenSat1 AG. Mr. Carl Symon was appointed as an Independent Non-Executive Director on 3 October 2013 and became Senior Independent Director on 20 February 2014. He has extensive global business operations and management experience, having retired in 2001 from IBM after a long career during which he held various senior positions, both globally and as Chairman and Chief Executive Officer of IBM UK. His other former positions include Non-Executive Director of Rolls-Royce Group plc, BT Group plc and Rexam plc and Chairman of HMV Group plc. Other appointments: Non-Executive Director of BAE Systems plc. Mr. Warren Tucker was appointed as an Independent Non-Executive Director on 3 October 2013 and became Chairman of the Remuneration Committee on 20 February 2014. He has significant experience in international business and strategic transformations. He was, from 2003 until May 2013, Chief Financial Officer of Cobham plc. He is a chartered accountant and has previously held senior finance positions at British Airways plc and Cable & Wireless plc. Other appointments: Non-Executive Director of Reckitt Benckiser Group plc and Non-Executive Chairman of PayPoint plc.

Senior Management Mr. Christoph Debus, Group Chief Airlines and Hotels Officer (and CEO of Thomas Cook Airlines Limited), joined the Company in September 2012. He is a member of the Group Executive Committee. Prior to joining Thomas Cook, he worked at Air Berlin between 2009 and 2011, where he held the roles of chief commercial officer and, latterly, chief operating officer. Between 2005 and 2009 he was chief financial officer of Thomas Cook Airlines Germany. Mr. Craig Stoehr, Group Chief Corporate Officer & General Counsel, joined the Company in April 2013. He is a member of the Group Executive Committee and has responsibility for our legal, human resources, strategy, transformation, mergers and acquisitions, corporate development, government affairs, sustainability and company secretariat functions. Prior to joining the Company, Craig served as General Counsel and a member of the Executive Management Committee of Eastgate Capital Group, the private equity arm of The National Commercial Bank of Saudi Arabia. Prior to joining Eastgate, Craig was a partner 125 at Latham & Watkins, a top tier global law firm. Craig also has a significant amount of business experience, having served as chief executive of several small sports, media and entertainment businesses in Europe and the United States. Other appointments: Non-Executive Director of the Association of British Travel Agents (“ABTA”). Mr. Derek Woodward joined the Company as Group Company Secretary in April 2008. Prior to this, he spent six years as Head of Secretariat at Centrica plc. From 1998, he was Company Secretary of Allied Zurich plc, the UK listed holding company of the Zurich Financial Services Group and between 1990 and 1998 he was Assistant Secretary of B.A.T Industries p.l.c. Mr. Salman Syed joined Thomas Cook in December 2013 and was appointed to his role as Managing Director of the Group's UK and Ireland business on 4 September 2014. Mr. Syed has worked for a number of major international companies across Europe, North America and Asia, including Arrow Electronics and Premier Farnell. Mr. Syed previously held the role of Managing Director of the Group's East/West region and Managing Director of Commercialisation before taking up his current role. Mr. Michael Tenzer joined Thomas Cook in 2006 having previously worked for the Group between 1994 and 2001 and was appointed to his current role as Managing Director of Central Europe in October 2012. Prior to joining Thomas Cook, Mr. Tenzer held a number of positions at Tui Travel. Mr. Magnus Wikner has a long history within the company, dating back to 1985, in roles such as Marketing Manager at Vingresor (now Ving), Marketing Director of Ving Group and Brand Director of MyTravel Northern Europe. Between 2002 and 2006, Mr Wikner held the position of Marketing Director at McDonald's, and between 2006 and 2011 he worked at ICA Sweden as Director of Marketing. In May 2011, Mr. Wikner returned to Ving Sweden as Managing Director and Brand Director of Thomas Cook Northern Europe and was appointed Managing Director of Thomas Cook Northern Europe on 1 November 2013. Mr. Reto Wilhelm joined Thomas Cook in January 2013 as Managing Director of the Group's West/East region, part of our Continental European segment with responsibility for Netherlands, Belgium and Eastern Europe, including the Group's Russian business. Mr. Wilhelm was appointed Managing Director of the UK business in November 2013 whilst also continuing to drive the turnaround of the Group's French operation, before resuming responsibility for the Group's West/East region in May 2014. Mr. Wilhelm has previously held international, executive-level roles at Kuoni and the airline, Swiss. Mr. Remo Masala joined Thomas Cook in January 2014 as Group Head of Marketing to oversee the development of the Group's online and offline programmes; he was named Group Chief Marketing Officer in December 2014. Mr. Masala has previously held senior marketing, sales and management roles, including at Kuoni Travel, and has over 20 years of experience in the travel industry. Mr. Marco Ryan joined Thomas Cook in November 2013, initially as the Managing Director of Omni- channel and Digital Marketing for Central Europe (Germany, Austria, Switzerland) before being appointed Group Chief Digital Officer in November 2014. Prior to Joining Thomas Cook, Mr. Ryan was Partner/Managing Director for Accenture Interactive (APAC) based in Singapore as well as a member of the Thomas Cook Digital Advisory Board.

Mr. Mathias Brandes joined Thomas Cook in 2006 and headed the communications department for Central Europe (Germany, Austria, Switzerland,) and from 2012 onwards the communication for Continental Europe. Prior to his work for Thomas Cook Mr. Brandes used to work as a radio and TV journalist in Germany. In July 2014 he was appointed Group Head of Communications and since December 2014 he is responsible for all internal and external communications of the company.

126 Compensation

Compensation Paid to our Executive Directors In accordance with the Group's remuneration policy, the base salary of Executive Directors is intended to reflect the size and scope of their responsibilities. The annual rates of base salary, as at 20 February 2014, when this policy was approved by shareholders, for the Executive Directors are shown in the table below:

Base Salary as at 20 February Name Position 2014

Harriet Green ...... Group CEO £680,000(1) Michael Healy ...... Group CFO £500,000

(1) Harriet Green stepped down as Group CEO on 26 November 2014. The Remuneration Committee believes that the Executive Directors should be provided with competitive pension arrangements. The Company contributed each year an amount equivalent to 30 per cent. of Harriet Green's base salary, and contributes 25 per cent. of Michael Healy's base salary, as a cash allowance. The Remuneration Committee believes that it is important to incentivise the Executive Directors, by ensuring that a portion of their total remuneration is conditional on achievement of business objectives across both annual and longer term periods. An annual cash bonus may be earned for the attainment of stretching performance targets. These targets are set by the Remuneration Committee at the start of each financial year or upon appointment. The maximum annual bonus is 150 per cent. of base salary and is determined by the Remuneration Committee, taking account of the internal and external business and market context. 66.66 per cent. of any bonus earned will be paid following the end of the relevant financial year, in accordance with the performance achieved. The remaining 33.34 per cent. of such bonus will be delivered in the form of Ordinary Shares, the vesting of which will be deferred for a period of two years from the payment date and will be subject to claw-back provisions. The Remuneration Committee determines the extent to which it considers the objectives have been met and the annual bonus payable. Details relating to the Executive Directors' emoluments for the financial year ended 30 September 2013 are summarised in the table below. Harriet Green was appointed Group CEO on 30 July 2012 and Michael Healy joined the Company on 14 May 2012 and was appointed as Group CFO on 1 July 2012. The figures below reflect the period for which they served as Executive Directors. Harriet Green stepped down as Group CEO on 26 November 2014. She will continue to be employed by the Company until 30 June 2015. Harriet will be on garden leave from 1 January 2015 until 30 June 2015. During this period, she will continue to receive her salary and other contractual benefits (including pension cash allowance). No annual performance related bonus will be payable for either the 2013/2014 financial year or for the part of the 2014/2015 financial year for which she is employed by the Company. Dr. Peter Fankhauser was appointed as Group CEO on 26 November 2014. The table below reflects what an Executive Director would receive if only total fixed pay is received, based on the policy approved by shareholders as at 20 February 2014.

Basic salary/fee Pension Benefits Total Position s allowance in-kind Fixed

£1,070,00 CEO ...... £680,000 £204,000 £186,000 0 CFO ...... £500,000 £125,000 £22,000 £647,000

Benefits received by Executive Directors include private medical benefits, death in service benefit and a car allowance.

Compensation Paid to Non-Executive Directors Details relating to the Non-Executive Directors' total remuneration for the financial years ending 30 September 2013 and 2014.

127 Name Basic salary/fees Benefits-in-kind Total

Year Year Year Year Year Year ended ended ended ended ended ended 30 30 30 30 30 30 Septem Septem Septem Septem Septem Septem ber ber ber ber ber ber

2014 2013 2014 2013 2014 2013

Non-Executive Directors

£275,00 £275,00 £316,00 £313,00 Frank Meysman ...... 0 0 £41,000 £38,000 0 0 Dawn Airey ...... £60,000 £60,000 — — £60,000 £60,000 Annet Aris1 ...... £15,000 — — — £15,000 — Emre Berkin ...... £66,000 £55,000 — — £66,000 £55,000 Carl Symon2 ...... £66,000 — — — £66,000 — Warren Tucker3 ...... £72,000 — — — £72,000 — Martine Verluyten ...... £80,000 £80,000 — — £80,000 £80,000 Past Non-Executive Directors

Roger Burnell4...... £31,000 £80,000 — — £31,000 £80,000 Peter Marks5 ...... £29,000 £70,000 — — £29,000 £70,000

1 Annet Aris was appointed to the Board with effect from 1 July 2014. 2 Carl Symon was appointed to the Board with effect from 3 October 2013. 3 Warren Tucker was appointed to the Board with effect from 3 October 2013. 4 Roger Burnell retired from the Board on 20 February 2014. 5 Peter Marks retired from the Board on 20 February 2014.

Share Plans The Share Plans summarised in this section below have the following common features:

Administration Responsibility for the operation and administration of each of the Share Plans is vested in the Board or a duly authorised committee of the Board such as the Remuneration Committee or, in the case of the COFP, a duly authorised committee of the Board, comprised wholly of non-executive directors (in each case, the “Share Plan Administrator”).

Limits The Share Plans are subject to the following limits: • for all Share Plans, on any date, the aggregate nominal amount of Ordinary Shares in respect of which matching awards may be granted may not, when added to the nominal amount of Ordinary Shares allocated in the previous 10 years under all employee share schemes of the Group, exceed 10 per cent. of the equity share capital of the Company; and • for the Thomas Cook Group plc 2008 Co-Investment Plan and the Thomas Cook Group plc 2007 Performance Share Plan, on any date, the aggregate nominal amount of Ordinary Shares in respect of which matching awards may be granted may not, when added to the nominal amount of Ordinary Shares allocated in the previous 10 years under the plan and any other employee share scheme of the Group established for the benefit of selected employees, exceed 5 per cent. of the equity share capital of the Company. For these purposes, Ordinary Shares are allocated when rights to acquire or obtain them are granted and otherwise when they are issued. Rights which lapse, by reason of non-exercise or otherwise, cease to count. No account is taken of Ordinary Shares which are acquired by purchase rather than by subscription except where such shares were first issued to an employee benefit trust to satisfy a participant's rights. No account is taken of Ordinary Shares which an employee purchases at market value using his own funds.

Listing Application will be made for admission to the Official List of Ordinary Shares issued under the Share Plans and for permission to trade in those Ordinary Shares. Ordinary Shares issued under the Share Plans will rank equally in all respects with existing Ordinary Shares except for rights attaching to Ordinary Shares by reference to a record date prior to the date of allotment.

128 Benefits non-pensionable Benefits under the Share Plans will not form part of a participant's remuneration for pension purposes.

The Thomas Cook Group plc 2008 Co-investment Plan (the “COIP”)

Eligibility Participants in the COIP will be selected by the Share Plan Administrator. Participants will be limited to employees (including executive directors) of the Company and its subsidiaries.

Awards Awards may take the form of a contingent right to receive Ordinary Shares or an option to acquire Ordinary Shares, in either case subject, normally, to continued employment and the achievement of the performance target. Awards will be personal to the participant and may not be transferred. No payment will be required for the grant of an award. Awards may be granted either by the Company or by the trustee of an employee benefit trust.

Timing Awards may normally only be granted within six weeks following the announcement of the results of the Company for any period, unless there are exceptional circumstances which justify an award being made at another time. No awards may be granted after 10 April 2018 but the Share Plan Administrator has determined that it shall make no further awards under the COIP, pending the future review of remuneration policy.

Grant To participate in the COIP, participants were required to invest a portion of their annual basic salary or annual bonus in the purchase of Ordinary Shares (“Lodged Shares”). The Share Plan Administrator will determine annually the amount which each employee can use to purchase Lodged Shares. A participant may be granted an award over Ordinary Shares (“Matching Award”). The market value of Matching Awards awarded in any year (or such other award period as the Share Plan Administrator may determine) shall not exceed 3.5 times the participant's annual remuneration or bonuses.

Performance targets All matching awards must be granted subject to a performance target which, in normal circumstances, will be measured over a period of not less than three years. The achievement of the performance target will normally be a condition precedent to the right to receive the Matching Shares. The Share Plan Administrator may change the performance target from time to time if events happen which make it reasonable to do so but not (except in the case of a waiver) as to make the performance target, in the opinion of the Share Plan Administrator, materially less difficult to satisfy than it was when the award was first granted.

Vesting Save where special circumstances apply, a Matching Award granted under the COIP shall vest at the end of the three-year performance period, subject to satisfaction of performance targets. A Matching Award may, however, only vest where the relevant Lodged Shares have been held continuously since the date of grant of the relevant Matching Award. Awards taking the form of a contingent right to acquire Ordinary Shares may vest during the 10-year period following the date of grant of matching awards and thereafter shall lapse. Options over Ordinary Shares may be exercised during the 10-year period following the date of grant of matching awards and thereafter shall lapse. Lodged Shares held on behalf of a participant shall be transferred to that participant following the vesting or lapse of the related Matching Award.

Termination of employment If a participant ceases to be employed within the Group before the end of the performance period, his or her award will be forfeited unless he or she leaves for a permitted reason. A permitted reason is death, ill health, injury, disability, redundancy, retirement by agreement with his employer, the sale outside the Group of the company or business in which the participant works or such other reason as the Share Plan Administrator decides. In such cases, the Share Plan Administrator will determine the extent to which the award vests taking into account the period of time for which the award was held and the extent to which the performance target was satisfied. If and to the extent that the award then vests, the award shares will be released to the participant. In relation to options, the participant (or his representative upon his death) may

129 exercise the relevant proportions of the options in the six (or 12 in case of death) months following the date of cessation of employment (or death). If and to the extent that the award then vests, the award shares will be released to the participant. In relation to options, the participant (or his representative upon his death) may exercise the relevant proportions of the options in the six (or 12 in case of death) months following the date of cessation of employment (or death).

Change of control, reorganisation etc. In the event of a change of control, a reorganisation, an amalgamation or a voluntary winding-up of the Company, a proportion of unvested awards will vest immediately if and to the extent that the Share Plan Administrator so decides, taking into account the period of time for which the award was held and the extent to which the performance target was satisfied. In the event of a change of control of the Company, participants may, with the agreement of the acquiring company, surrender their awards in return for substitute awards over shares in the acquiring company.

Variation of capital In the event of a variation in the share capital of the Company, the Share Plan Administrator (together with the trustee, where applicable) may adjust the number of Ordinary Shares subject to a Matching Award, the description of the shares and/or the award price as is determined appropriate.

Amendments The Share Plan Administrator may make such amendments to the COIP as are either necessary or desirable to take account of changes to any applicable legislation. The Share Plan Administrator may also make such amendments to the COIP and to any award as may be necessary or desirable to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any member of the Group. Except as described above or for minor amendments designed to ease the administration of the COIP, no amendment which is to the advantage of employees or participants may be made to those provisions dealing with eligibility, individual or plan limits, the terms of awards or the adjustment of awards and the ability to amend the COIP without the prior approval of the Company in a general meeting.

The Thomas Cook Group plc 2007 Performance Share Plan (“PSP”)

Eligibility Participants in the PSP will be selected by the grantor (i.e. the Share Plan Administrator or the trustee of an employee benefit trust). Participants will be limited to employees and executive directors of the Company and its subsidiaries.

Awards Awards will be in the form of contingent rights to receive Ordinary Shares or options to acquire on exercise such Ordinary Shares. Awards will be personal to the participant and his personal representative and may not be transferred. No payment will be required for the grant of an award. Vesting of an award will be subject both to the achievement of performance targets and continued employment. Options may be granted in a tax favoured form under an HMRC approved Company Share Option Sub-Plan (“CSOSP”), which is part of the PSP.

Timing Awards may normally only be granted during the six-week period following the announcement of the results of the Company for any period, unless there are exceptional circumstances which justify an award being made at another time. No awards may be granted after 29 April 2017.

Performance targets Each award will be subject to one or more performance targets which will determine whether and to what extent the participant will receive Ordinary Shares under the PSP. In normal circumstances, the performance target(s) will be established at the start of the performance period and be three financial years. The Share Plan Administrator has the right to alter, substitute or waive a performance target if an event occurs which means the Share Plan Administrator considers the target is no longer appropriate but not (except in the case of a waiver) so as to make the performance target materially less difficult to achieve than it was when the award was first granted.

130 Vesting of awards An award will vest on the later of the date falling three years after the date of its grant and the date on which the grantor determines that any performance target has been satisfied and the underlying financial performance of the Group justifies its vesting. The effect of an award vesting shall be in the case of an option that the participant will then become entitled to exercise the option to the extent that the award has vested and in the case of a contingent share award that (subject to payment of any relevant award price) the participant shall become absolutely entitled to the shares subject to the award to the extent that the award has vested. Details of the relevant performance targets are set out in the 2014 Annual Report.

Termination of employment If a participant ceases to be employed within the Group before the tenth anniversary of the award date, his award will be forfeited unless he leaves for a permitted reason. A permitted reason is death, ill health, injury, disability, redundancy, retirement by agreement with his employer, the sale outside the Group of the company or business in which the participant works or such other reason as the Share Plan Administrator decides. In such cases the Share Plan Administrator will determine the extent to which the award vests taking into account the period of time for which the award was held and the extent to which the performance target was satisfied. If and to the extent that the award then vests the award shares will be released to the participant or, as the case may be, the participant may exercise the award in the six (or 12 in case of death) months following the date on which the award vests.

Change of control In the event of a change of control, a reorganisation, an amalgamation or a voluntary winding up of the Company, a proportion of unvested awards will vest immediately if and to the extent that the Share Plan Administrator so decides, taking into account the period of time for which the award was held and the extent to which the performance target was satisfied. In the event of a change of control of the Company, participants may, with the agreement of the acquiring company, surrender their awards in return for substitute awards over shares in the acquiring company.

Variation of capital In the event of any variation in the share capital of the Company, the Share Plan Administrator may make such adjustment to the number of Ordinary Shares subject to a Matching Award, the description of the Ordinary Shares and/or the award price as is determined appropriate.

Amendments The rules of the plan may be amended by the Share Plan Administrator. The Share Plan Administrator may make such amendments to the plan and to any award as may be necessary or desirable to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group or for applicable accounting changes in legislation. Except as described above and for amendments designed to ease the administration of the PSP, no amendment which is to the advantage of existing or future participants may, however, be made to those provisions dealing with eligibility, individual or plan limits, the terms of awards or the adjustment of awards and the ability to amend the PSP without prior approval of the Company in a general meeting. No amendment will prejudice the subsisting rights of any participants under the PSP except with the prior consent of the participants so affected in accordance with the Articles of Association.

The Thomas Cook Group plc 2008 Buy-As-You-Earn Scheme (the “SIP”)

Constitution The SIP is HMRC approved and constituted by a trust deed.

Operation of the plan The SIP will allow eligible employees to acquire Ordinary Shares through the award of Free Shares, Partnership Shares and/or Matching Shares. On any occasion on which the Board decides to operate the SIP, it may do so on one or more of the following bases: • as a Free Plan; • as a Partnership Plan; and • as a Matching Plan.

131 Free Plan The employing companies will provide the trustees with funds to enable them to subscribe for and/or purchase Ordinary Shares, which will then be allocated to the eligible employees. The maximum individual allocation of Ordinary Shares under the Free Plan (“Free Shares”) in any tax year will be the limit from time to time specified by the ITEPA 2003. Any allocation of Free Shares must be made on similar terms; however, the allocation can be linked to such individual, team or corporate performance as the Board may decide, i.e. performance targets do not need to be on the same terms. The performance targets set for each unit must be broadly comparable and must not contain any features which have the effect of concentrating the awards on directors or higher-paid employees. Free Shares must be held for a minimum period of three years by the employee benefit trust or for such longer period not exceeding five years as the Board may decide. If a participant ceases to be employed within the Group before the end of this period, his or her Free Shares may be forfeited. If the Free Shares are withdrawn from the trust before the end of the five-year period, the participant may incur an income tax and national insurance liability. If the participant ceases to be employed within the minimum three-year period (or within such shorter period as the Board may decide) where employment ceases due to injury, retirement, death, change of control of the entity in which the individual works, redundancy or disability, the forfeiture provisions will not apply.

Partnership Plan Under the Partnership Plan, an eligible employee may enter into an agreement with the Company to allocate part of his or her pre-tax salary each year to purchase Ordinary Shares (“Partnership Shares”). The maximum allocation may not exceed that from time to time permitted by ITEPA 2003. A participant may withdraw his Partnership Shares at any time but, if he does so before the Partnership Shares have been held in the trust for five years, he may incur an income tax and national insurance liability. Partnership Shares are not capable of forfeiture after acquisition.

Matching Plan Under the Matching Plan, the Directors have the power to award Ordinary Shares (“Matching Shares”) to participants which will then be allocated to the eligible employees up to the maximum ratio of two Matching Shares for each Partnership Share. Matching Shares must be held in the employee benefit trust for a minimum period of three years or for such longer period not exceeding five years as the Board may decide. If a participant ceases to be employed within the Group before the end of this period, his or her Matching Shares must be withdrawn from the trust. If the shares are withdrawn from the trust before the end of the five-year period, the participant may incur an income tax and national insurance liability.

If the participant ceases to be employed within the minimum three-year period (or within such shorter period as the Board may decide) other than for a specified reason (as set out above) or withdraws his Partnership Shares from the trust before the end of the minimum 3-year period, the Board may provide that his or her Matching Shares will be forfeited.

Eligibility All employees (including executive directors) of the Company and its participating subsidiaries who have earnings to which section 15 or 21 of ITEPA 2003 apply and in relation to free shares who have up to 18 months' continuous service or, for Partnership or Matching Shares where there is an accumulation period, six-months' continuous service (or, in each case, such shorter period as the Board may decide) must be eligible to participate in the plan. Other employees may be eligible to participate in the plan at the Board's discretion.

Dividends The Board may provide that cash dividend income received by a participant on the Matching Shares, and held in the employee benefit trust, can be used to acquire additional Ordinary Shares up to the limit imposed by ITEPA 2003. Such Ordinary Shares can be withdrawn by the participant after three years but are not capable of forfeiture.

132 Voting rights The participant may direct the trustees how to exercise their voting rights. The trustees will not exercise the voting rights attributable to the shares held in the employee benefit trust except in accordance with the participant's instructions.

Reorganisations, etc. In the event of a general offer being made to the shareholders or a rights or capitalisation issue, participants will be able to direct the trustees how to act on their behalf.

Amendments The Board may make such amendments to the SIP as are either necessary or desirable to obtain or retain the approval of HMRC under ITEPA 2003 or to take account of changes to that Act or other applicable legislation. The Board may also make such amendments to the plan as may be necessary or desirable to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. However amendments to any such key features will have no effect until approved by HMRC. Except as described above or for amendments designed to ease the administration of the plan, no amendment which is to the advantage of employees or participants may be made to those provisions dealing with eligibility, individual or plan limits or the basis upon which employees may participate in the plan without the prior approval of the shareholders being obtained at a general meeting.

The Thomas Cook Restricted Share Plan (“RSP”)

Eligibility Participants in the RSP will be selected by the Share Plan Administrator. Participants will be limited to employees of the Company and its subsidiaries. Awards can, however, not be made to executive directors of the Company unless prior approval of the Shareholders is obtained at a general meeting.

Awards Awards will be in the form of contingent rights to receive Ordinary Shares or options to acquire on exercise such Ordinary Shares and may include the right to receive equivalent value for dividends. Awards will be personal to the participant and his or her personal representative and may not be transferred. No payment will be required for the grant of an award. The maximum annual value of an award will not exceed 200 per cent. of the participant's annual basic salary, unless there are exceptional circumstances. Vesting of an award will be subject to both the achievement of performance targets and continued employment.

Timing Awards may be granted at any time. No awards may be granted after 30 March 2021.

Performance targets Each award may be subject to one or more performance targets which will determine whether and to what extent the participant will receive Ordinary Shares under the RSP. The performance target(s) will be established at the start of the performance period. The grantor of the award has the right to alter or waive a performance target if an event occurs which causes it to consider that it is appropriate to do so.

Vesting of awards An award will vest on the date determined by the Share Plan Administrator or, if there is a performance target, the date the grantor determines that any performance target has been satisfied. The effect of an award vesting shall be, in the case of an option, that the participant will then become entitled to exercise the option to the extent that the award has vested and, in the case of a contingent share award, that (subject to payment of any relevant award price) the participant shall become absolutely entitled to the shares subject to the award to the extent that the award has vested.

Termination of employment If a participant ceases to be employed within the Group before the award vests, his or her award will be forfeited unless he leaves for a permitted reason. A permitted reason is death, ill health, injury, disability, redundancy, retirement by agreement with his or her employer, the sale outside the Group of the company or business in which the participant works or such other reason as the Share Plan Administrator decides. In such cases the Share Plan Administrator will determine whether the award vests at the normal vesting date or the termination date, and when, if applicable, any performance target is to be assessed. Unless the Share

133 Plan Administrator decides otherwise, the proportion of the award which vests will be reduced on a time prorated basis to reflect the period of time for which the award was held.

Change of control In the event of a change of control or a voluntary winding up of the Company, a proportion of unvested awards will vest immediately, unless the Share Plan Administrator decides otherwise, on a time prorated basis reflecting the period of time for which the award has been held and the extent to which any performance target has been satisfied. In the event of a change of control of the Company, participants may, with the agreement of the acquiring company, surrender their awards in return for substitute awards over shares in the acquiring company.

Corporate events In the event of any variation in the share capital or any other transaction which in the opinion of the directors of the Company might affect the current or future value of any award, the directors may allow an award to vest on such terms and during such period as they determine.

Amendments The rules of the RSP may be amended by the Share Plan Administrator at any time and in any respect. No amendment which would necessitate the RSP's approval of the Company in a general meeting may be made, until such approval is obtained.

The Thomas Cook Group plc 2008 Save-As-You-Earn Scheme (the “SAYE Scheme”)

Eligibility All employees who are resident (or ordinarily resident) in the UK (including executive directors working 25 hours or more per week) who have earnings to which section 15 or 21 of ITEPA 2003 applies, and such period of service with the Company, or any subsidiary nominated to join in the SAYE Scheme as the Board determines (not exceeding five years), will be eligible to participate in any invitation.

Options Options will entitle the holder to acquire Ordinary Shares. Options may be granted either by the Company or by the trustees of an employee benefit trust. Options will be personal to the participant and may not be transferred. No payment will be required for the grant of an option.

Timing Invitations to participate may normally only be issued in the 42-day period after the announcement of the interim or final results of the Company or in exceptional circumstances which justify the invitation being issued at another time. Options may only be granted during the period of 30 days beginning on the earliest of the dates used to determine the option exercise price. No options will be granted after 10 April 2018.

Exercise price The exercise price shall be determined by the Board but shall not be less than 80 per cent. of the market value of an Ordinary Share at the time, or, if higher, for an option which may be satisfied by new issue Ordinary Share, the nominal value of an Ordinary Share.

Individual limit Each eligible employee will be given the opportunity to apply for an option, the total exercise price of which does not exceed the monthly contributions and bonus repayable under the Save-As-You-Earn (“SAYE”) contract to be entered into as a condition of the grant of the option. The aggregate maximum monthly contribution payable by an employee under all SAYE contracts linked to the SAYE Scheme may not exceed such sum as may from time to time be permitted by ITEPA 2003 (currently £250) and approved by the directors.

Exercise of options Options will normally be exercisable in whole or in part during the period of six months following the end of the savings contract. On exercise the participant will acquire Ordinary Shares up to the total value of his or her monthly contributions (plus bonus/interest). If the participant does not choose to exercise his or her options, he or she may withdraw his or her contributions (plus bonus/interest).

134 Termination of employment If the participant dies before the bonus date, his or her personal representatives may exercise his or her options in the 12 months following his or her death. If a participant ceases to be employed within the Group for a permitted reason, the participant may exercise his or her options in the six months following the termination of his or her employment. A permitted reason is injury, disability, redundancy, retirement or the sale outside the Group of the company or business in which the participant works. If a participant ceases to be employed for any other reason, his or her options will lapse. For these purposes, a participant will not be treated as ceasing to be employed within the Group for so long as he or she remains employed by a company which is a member of the Group.

Change of control The early exercise of options will also be permitted in the event of a change in control, a reorganisation, an amalgamation or a voluntary winding up of the Company within six months beginning with the time of the change in control, reorganisation, amalgamation or voluntary winding up of the Company. A participant may also by agreement with the acquiring company exchange his or her options for a new equivalent option over shares in the acquiring company or another appropriate company.

Variation of capital If there is a variation in the share capital of the Company, the Board may adjust the number of Ordinary Shares subject to an option, the description of the Ordinary Shares and/or the exercise price in such manner as it (together with the trustees, where applicable) so determines, subject to prior approval by HMRC.

Amendments The Board may make such amendments to the plan as are either necessary or desirable to obtain or retain the approval of the Board of HMRC under ITEPA 2003 or to take account of changes to that act or other applicable legislation. The Board may also make such amendments to the SAYE Scheme and to any option as may be necessary or desirable to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group, however amendments to key features will require HMRC approval to retain approved status.

Except as described above or for minor amendments designed to ease the administration of the plan, no amendment which is to the advantage of employees or participants may be made to those provisions dealing with eligibility, individual or plan limits, the terms of options, the adjustment of options or the power of amendment without the prior approval of the Company in a general meeting.

The Thomas Cook Group plc 2008 International SAYE Scheme (the “ISAYE Scheme”)

Eligibility All employees (including executive directors working 25 hours or more per week) who have such period of continuous service with the Company, or any subsidiary nominated to join in the plan, as the Board determines (not exceeding five years) will be eligible to participate in any invitation. The Board has the discretion to invite other employees of the Group to participate.

Timing Invitations to participate may normally only be issued in the 42-day period after the preliminary announcement or the interim announcement of the results of the Company, or in exceptional circumstances which justify the invitation being issued at another time. No options will be granted after the tenth anniversary of the ISAYE Scheme's adoption.

Exercise price The exercise price shall be determined by the Board but shall not be less than 80 per cent. of the market value of an Ordinary Shares in issue at the time or, if higher, for an option which may be satisfied by new issue Ordinary Shares, the nominal value of an Ordinary Share.

135 Individual limit Each eligible employee will be given the opportunity to apply for an option, the total exercise price of which does not exceed the monthly contributions and bonus repayable under the SAYE contract to be entered into as a condition of the grant of the option.

Exercise of options Options will normally be exercisable in whole or in part during the period of six months starting on the first day of the month following the month in which the option holder makes the final monthly contribution under the related savings contract (the maturity date). The savings contract is usually for a period of at least three years, or for such period as the Board may otherwise decide.

Termination of employment If the participant dies before the maturity date, his or her personal representatives may exercise his or her options in the 12 months following his or her death or by 15 March of the year following the calendar year in which he or she died, whichever is the earlier, or, if the participant dies within six months of the maturity date, in the 12-month period after the maturity date or by 15 March of the year following the calendar year in which the maturity date occurs. If not exercised, the option will lapse immediately. If a participant ceases to be employed within the Group for a permitted reason, the participant may exercise his or her options in the six months following the termination of his or her employment or by 15 March of the year following the calendar year in which his or her termination occurred, whichever is the earlier. A permitted reason is injury, disability, redundancy, or the sale outside the Group of the company or business in which the participant works or, if a participant ceases to be employed in the Group for any other reason, and has held any option for at least three years, the participant may exercise the option at any time before the earlier of (i) the six months after the date he or she ceased to be employed in the Group, (ii) the six months after the first day of the month following the month in which he or she made or should have made the first contribution or (iii) 15 March of the year following the calendar year in which the maturity date referred to in (ii) occurred. If a participant ceases to be employed for any other reason, his or her options will lapse. For these purposes, a participant will not be treated as ceasing to be employed within the Group for so long as he remains employed by a company which is a member of the Group.

Change of control The exercise of options will also be permitted in the event of a change of control, a reorganisation, an amalgamation or a voluntary winding up of the Company within six months beginning with the time of the change of control, reorganisation, amalgamation or voluntary winding up of the Company. A participant may also by agreement with the acquiring company exchange his or her options for a new equivalent option over shares in the acquiring company or another appropriate company.

Amendments The Board may make such amendments to the plan and to any option as are either necessary or desirable to take account of a change of legislation or as may be necessary or desirable to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Except as described above or for minor amendments designed to ease the administration of the plan, no amendment which is to the advantage of employees or participants may be made to those provisions dealing with eligibility, individual or plan limits, the terms of options, the adjustment of options or the power of amendment without the prior approval of the Company in a general meeting.

Other jurisdictions The above rules apply substantially but with small modifications for options granted to employees in Belgium, Spain and France. In particular, under the stock option plan for France, no options will be granted after 25 September 2013. In the event of a change in control, a reorganisation, an amalgamation or a voluntary winding up of the Company, the Company shall notify each options holder and explain how this affects his or her position under the plan. If a participant ceases to be employed within the Group a permitted reason, which allows the exercise of his or her option, means invalidity, redundancy, retirement at normal retirement age, the sale outside the Group of the company or business in which the participant works or, in the case of any option 136 which the participant has held for at least four years, any other reason, and he or she shall be entitled to exercise his or her option within six months. Further on a variation of capital, the exercise price may be adjusted by the Board in such manner and with effect from such date as the Board may deem appropriate in order to comply with article L225-181 of the Code de Commerce.

Issuer At the date of this Offering Memorandum, the board of directors of the Issuer is:

Name Address Role

The Thomas Cook Business Park Coningsby Road Craig A. Stoehr ...... Peterborough PE3 8SB Director The Thomas Cook Business Park Coningsby Road Joe O'Neill ...... Peterborough PE3 8SB Director The Thomas Cook Business Park Thomas Cook Group Coningsby Road Management Services Limited ...... Peterborough PE3 8SB Director

137

PRINCIPAL SHAREHOLDERS The Issuer is a wholly owned subsidiary of the Parent. The issued share capital of the Parent consists of 1,460,776,413 ordinary shares of €0.01 nominal value each. The following table sets forth certain beneficial ownership information regarding the holders of 3 per cent. or more of the Parent's share capital and the number and percentage owned by such shareholders as at 12 January 2015:

Total percentage of shares Number of beneficially Name of beneficial owner shares owned (%)

Invesco Ltd ...... 156,195,950 10.69% The Capital Group ...... 106,678,173 7.30% Blackrock Inc...... 72,899,276 4.99% Standard Life Investments Ltd ...... 72,611,815 4.97% Marathon Asset Management LLP ...... 69,384,130 4.75%

Total ...... 477,769,344 32.7%

138

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Transactions between the Group and its associates and joint venture undertakings are disclosed below. Transactions between the Parent and its subsidiaries and associates are disclosed in the Parent's separate financial statements.

Trading Transactions During the year, our Group companies entered into the following transactions with related parties who are not members of the Group:

Associates, joint venture and participations(1)

2013 (restated and unaudited 2014 ) 2012

(£ in millions)

Sale of goods and services ...... 8 13 42.1 Purchases of goods and services ...... 11 (12) (22.9) Other income ...... 3 2 1.6 Amounts owed by related parties(2) ...... 1 5 23.2 Provisions against amounts owed ...... — (3) (3.9) Amounts owed to related parties ...... (2) (3) (3.2#)

(1) Participations are equity investments where the Group has a significant equity participation but which are not considered to be associates or joint ventures. (2) Amounts owed by related parties in 2012 included £11.8 million which for statutory purposes is reported as part of the investment in Thomas Cook Personal Finance Limited. During the year ended 30 September 2013, the Group disposed of its investment in Thomas Cook Personal Finance Limited. All transactions are considered to have been made at market prices. Outstanding amounts will normally be settled by cash payment.

139

Remuneration of Key Management Personnel The remuneration of the Directors, who are the key management personnel of our Group, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2013 (restated and unaudited 2012 2014 ) (restated)

(£ in millions)

Short-term employee benefits ...... 4 5 3 Share-based payments ...... 1 — —

5 5 3

140

DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS The following summary of certain terms of certain financing arrangements to which we are a party does not purport to be complete and is subject to, and qualified in its entirety by reference to, the underlying documents. For further information regarding our existing indebtedness, see “Use of Proceeds”, “Capitalisation”, “Overview of Business Performance and Operating and Financial Review” and the documents incorporated by reference herein.

Facilities Agreement The Facilities Agreement provides for the Revolving Facility, the Bonding Facilities (comprising the £30 million 2015 Bonding Facility and the 2017 Bonding Facility) and the Additional Facility (together, the “Facilities”) of £691 million in aggregate and was entered into on 16 May 2013 by the Company and certain of its subsidiaries with, among others, the financial institutions listed therein as lenders and Lloyds Bank plc as facility agent. Other than the £30 million 2015 Bonding Facility, which matures in May 2015, the Facilities mature in May 2017. Interest is payable on loans under the Revolving Facility and the Additional Facility at a floating rate equal to LIBOR or, in relation to any loan drawn in euro, EURIBOR, plus the applicable margin and mandatory costs, if any. The margin that applies to the Revolving Facility is 3.75 per cent. per annum and to the Additional Facility is 4.75 per cent. per annum. The issuance fee that applies to the Bonding Facilities is 3.75 per cent. per annum in respect of the £170 million 2017 Bonding Facility and 3.50 per cent. per annum in respect of the £30 million 2015 Bonding Facility. The Facilities Agreement provides for payment of certain fees. A coordination fee and an arrangement and participation fee were payable in connection with entry into the Facilities Agreement. A commitment fee is payable on available but unused commitments, and a utilisation fee is also payable in respect of the Revolving Facility in certain circumstances. In addition, a duration fee is payable on certain dates to the extent the total commitments under the Facilities are not reduced to a certain level by those dates. The Facilities Agreement contains leverage and fixed charge cover financial covenants, to be tested at the end of each calendar quarter on a rolling 12-month basis. The Facilities Agreement contains certain mandatory prepayment events that apply at any time the total commitments under the Facilities exceed £400 million, including (i) if the net proceeds (calculated without taking into account amounts of or in respect of VAT) of the issuance of the Notes exceed €500 million, the excess must be applied in prepayment of the Facilities and (ii) prior to the “Normalisation Date” (being the date, following the reduction of the total commitments under the Facilities Agreement to £400 million or less, on which the Company provides a confirmation to the facility agent that certain financial ratios will be satisfied on a forward-looking basis), the net proceeds of any other debt capital markets issuance (if permitted under the Facilities Agreement) must be used in the following order: (a) to redeem or refinance in full the 2015 Senior Notes, (b) to prepay or cancel the total commitments under the Facilities (but not below £400 million), (c) to redeem or refinance in full the 2017 Senior Notes and (d) for general corporate and working capital purposes of the Group. Further, total commitments under the Additional Facility will reduce in the following circumstances: (i) where the 2015 Senior Notes are redeemed or refinanced (including by way of an exchange offer) as a result of a debt capital markets issue, the total commitments will reduce by an amount equal to the principal amount of the 2015 Senior Notes so reduced or refinanced and (ii) on 31 May 2016, the total commitments will automatically be reduced by half of their initial amount (less any cancellation or reduction of the total commitments under the Additional Facility made prior to that date), which may result in a prepayment. Other mandatory prepayment events include certain disposals by the Group, the receipt of insurance proceeds and a change of control of the Company. The Facilities Agreement contains representations, covenants and events of default, subject to certain qualifications and exceptions. The covenants include the obligation to provide certain financial and other information as well as restrictions on granting security and guarantees, borrowing or disposing of assets and acquiring shares, businesses or undertakings, subject to various carve-outs and thresholds. Several of these covenants will become less restrictive on and following the “Normalisation Date” referred to above. Under the terms of the Facilities Agreement, all relevant disposal proceeds received by the Company exceeding £20 million in any financial year of the Company must be used to prepay Facilities in accordance with the terms of the Facilities Agreement. The amount outstanding as at the date of this Offering Memorandum is £128 million.

The 2020 Senior Notes The 2020 Senior Notes issued by the Issuer are constituted under an indenture dated 15 June 2013 and made between the Issuer, certain subsidiaries of the Parent (as guarantors on a joint and several basis) and Wilmington Trust, National Association as trustee for the holders of the 2020 Senior Notes. The 2020 141 Senior Notes have a scheduled maturity of 15 June 2020 and are admitted to trading on the Global Exchange Market of the Irish Stock Exchange. A fixed rate of interest is payable in respect of the 2020 Senior Notes semi-annually in arrear on 15 June and 15 December until and including 15 June 2020. Prior to 15 June 2016, the Issuer will be entitled to redeem all or a portion of the 2020 Senior Notes by paying 100 per cent. of the principal amount of the 2020 Senior Notes plus the relevant “make-whole” premium. At any time on or after 15 June 2016, the Issuer may redeem all or part of the 2020 Senior Notes at the redemption prices set forth in this Offering Memorandum. In addition, prior to 15 June 2016, the Issuer may redeem up to 35 per cent. of the 2020 Senior Notes with the aggregate proceeds from certain equity offerings at a redemption price of 107.75 per cent. of the principal amount thereof, plus accrued and unpaid interest, if any. Upon the occurrence of certain events constituting a change of control or upon the sale of certain assets, the Issuer may be required to make an offer to purchase the 2020 Senior Notes at a redemption price equal to 101 per cent. of the principal amount thereof, plus accrued and unpaid interest, if any. In addition, in the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the 2020 Senior Notes. The Indenture will limit, among other things, our ability to incur additional indebtedness, pay dividends on, redeem or repurchase our capital stock, make certain restricted payments and investments, create or permit to exist certain liens, impose restrictions on the ability of subsidiaries to pay dividends or other payments to the Parent, transfer or sell assets, merge or consolidate with other entities and enter into transactions with affiliates. Each of the covenants is subject to a number of important exceptions and qualifications.

The 2015 Senior Notes and 2017 Senior Notes The 2015 Senior Notes issued by the Parent are constituted under a trust deed dated 22 April 2010 and made between the Parent (as issuer), certain subsidiaries of the Parent (as guarantors on a joint and several basis) and HSBC Corporate Trustee Company (UK) Limited (as trustee for the holders of the 2015 Senior Notes) (the “2015 Trust Deed”). The 2015 Senior Notes have a scheduled maturity of 22 June 2015 (the “2015 Note Maturity Date”) and are admitted to trading on the London Stock Exchange's regulated market. A fixed rate of interest is payable in respect of the 2015 Senior Notes annually in arrear on 22 April until and including 22 April 2014, with a long final coupon in respect of the period from and including 22 April 2014 to but excluding the 2015 Note Maturity Date to be paid on the 2015 Note Maturity Date. The net proceeds of the Offering, will be used, in the sole discretion of the Company, to redeem any or all of the 2015 Senior Notes pursuant to a tender offer, to redeem any remaining 2015 Senior Notes at maturity or to purchase any or all of the 2015 Senior Notes on the secondary market and to enable the cancellation of the Additional Facility. The 2017 Senior Notes issued by the Parent are constituted under a trust deed dated 22 April 2010 and made between Thomas Cook Group plc (as issuer), certain of the subsidiaries of the Parent (as guarantors on a joint and several basis) and HSBC Corporate Trustee Company (UK) Limited (as trustee for the holder of 2017 Senior Notes) (the “2017 Trust Deed”). The 2017 Senior Notes have a scheduled maturity of 22 June 2017 (the “2017 Note Maturity Date”) and are listed on the London Stock Exchange. A fixed rate of interest is payable in respect of the 2017 Senior Notes annually in arrear on 22 April until and including 22 April 2016, with a long final coupon in respect of the period from and including 22 April 2016 to but excluding the 2017 Note Maturity Date to be paid on the 2017 Note Maturity Date. The Parent may, at its option, redeem each of the 2017 Senior Notes and 2015 Senior Notes in whole (but not in part) at their principal amount plus accrued interest in the event of certain tax changes described under the terms and conditions (the “Terms and Conditions”) of such 2017 and 2015 Senior Notes, as the case may be. Upon the occurrence of certain change of control events relating to the Parent (and then only if certain rating conditions in respect of the relevant 2017 and 2015 Senior Notes are met, as the case may be), each holder has the option to require the Parent to redeem or (at the option of the Parent) to purchase the 2017 Senior Notes or 2015 Senior Notes, as the case may be, of such holder at par value plus accrued interest. The Parent also has the option to redeem each of the 2017 Senior Notes and 2015 Senior Notes in whole (but not in part) at any time subject to certain make whole provisions under the Terms and Conditions. The Terms and Conditions of each of the 2017 Senior Notes and 2015 Senior Notes contain a negative pledge covenant which, subject to various carve-outs, restricts the ability of the Group to have in place security in respect of certain financial indebtedness. The Terms and Conditions also contain customary events of default (including, subject to a threshold, a cross-default event of default).

Bonding Facilities For a description of our bonding facilities, see “Overview of Business Performance and Operating and Financial Review—Supplier and regulatory arrangements”.

142 Intercreditor Agreement On 16 May 2013, the Parent and certain of its subsidiaries entered into an intercreditor agreement with, among others, The Royal Bank of Scotland plc, as intercreditor agent, Bayerische Landesbank, as syndicated agent, The Royal Bank of Scotland plc as security agent and the syndicated lenders and as hedge counterparties named therein (the “Intercreditor Agreement”). The Intercreditor Agreement contains guarantees by certain Group members in favour of the hedge counterparties, sets out restrictions on certain actions that can be taken by TCGH Holdings and its subsidiaries, subordinates and otherwise regulates certain intra-Group claims against TCGH Holdings and its subsidiaries, regulates payments to, and enforcement by, the hedge counterparties and the syndicated lenders, sets out when members of the Group must accede as a debtor thereto, and allocates recoveries against the Group companies party thereto as debtors amongst the various creditors party thereto. As at 30 September 2014, the Group had £181 million of finance leases outstanding. These consisted principally of aircraft finance leases in respect of aircraft operated by Condor and our UK airline. The majority of these leases have fixed interest rates. Certain of the aircraft in respect of which we have outstanding finance leases are sub-leased to third parties. The remaining terms of the finance leases range from 53 months to 143 months. Of our other borrowings, which amounted to £162 million as at 30 September 2014, Commercial Paper Notes, as described below, accounted for £82 million and outstanding mortgages and loans secured on aircraft accounted for £63 million. Interest rates on these mortgages are both fixed and floating.

Commercial Paper Programme In December 2010, the Parent created a commercial paper programme pursuant to which it may issue commercial paper notes (the “Commercial Paper Notes”) Notes up to an aggregate amount of €250,000,000. The Commercial Paper Notes are required to have a maturity period of at least one day and not more than 364 days. The Commercial Paper Notes may be issued in euro only. The Commercial Paper Notes are required to be issued in a denomination of €500,000 each (or such other conventionally and legally accepted denomination for commercial paper in euro) and an aggregate principal amount of not less than €2,500,000 subject, in either case, to certain exceptions. The obligations under the Commercial Paper Notes will constitute unsecured and unsubordinated obligations of the Parent ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of Thomas Cook. As at 30 September 2014, Thomas Cook had issued Commercial Paper Notes in an aggregate amount of £82 million.

143

DESCRIPTION OF NOTES

GENERAL Thomas Cook Finance plc, a public limited company incorporated under the laws of England and Wales, (the “Issuer”) will issue €400,000,000 aggregate principal amount of 6.75% Senior Notes (the “Notes”) under an indenture, to be dated on or around 23 January, 2015 (the “Indenture”), between, among others, the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”), in a private transaction that is not otherwise subject to the registration requirements of the Securities Act. The Indenture will contain provisions that define your rights and govern the obligations of the Issuer and the Guarantors under the Notes. The terms of the Notes include those set out in the Indenture. The Indenture will not be subject to nor incorporate or include any of the provisions of the U.S. Trust Indenture Act of 1939, as amended. Certain terms used in this description are defined below under the caption “—Certain Definitions.” In this description, the term “Issuer” refers only to Thomas Cook Finance plc and not to any of its subsidiaries and the term “Parent” refers only to Thomas Cook Group plc and not to any of its subsidiaries. For purposes of this description, references to “we,” “our,” and “us” refer only to the Parent and not to any of its subsidiaries. Unless the context otherwise requires, in this description, references to the “Notes” include any Additional Notes (as defined below). The following is only a summary of certain provisions of the Indenture and the Notes. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture and the Notes, including the definitions of certain terms therein. The Issuer urges you to read the Indenture and the Notes as they, and not this description, govern your rights as Holders. Copies of the Indenture and the Notes will be made available as set forth under the heading “Listing and General Information.” The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

OVERVIEW OF THE NOTES The Notes will be general unsecured obligations of the Issuer and will: • rank pari passu in right of payment with all existing and future senior Indebtedness of the Issuer that is not subordinated in right of payment to the Notes; • be effectively subordinated to all existing and future secured Indebtedness of the Issuer to the extent of the value of the assets securing such secured Indebtedness; • rank senior in right of payment to all existing and future Indebtedness of the Issuer that is subordinated in right of payment to the Notes; and • be structurally subordinated to all existing and future Indebtedness of each non-Guarantor Subsidiary of the Parent (other than the Issuer). The Notes will benefit from a Note Guarantee from each Initial Guarantor. The Guarantors will, jointly and severally, fully and unconditionally guarantee payment of the Notes on a senior basis. The Note Guarantee of each Guarantor will be a general unsecured senior obligation of such Guarantor and will: • rank pari passu in right of payment with all existing and future senior Indebtedness of such Guarantor that is not subordinated in right of payment to its Note Guarantee; • be effectively subordinated to all existing and future secured Indebtedness of such Guarantor to the extent of the value of the assets securing such secured Indebtedness; • rank senior in right of payment to all existing and future Indebtedness of such Guarantor that is subordinated in right of payment to its Note Guarantee; and • be structurally subordinated to all existing and future Indebtedness of each non-Guarantor Subsidiary of the Parent. The obligations of a Guarantor under its Note Guarantee will be limited as necessary to prevent the relevant Note Guarantee from constituting a fraudulent conveyance under applicable law, or otherwise to reflect limitations under applicable law.

144 LISTING OF THE NOTES Application will be made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application will be made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. The Issuer will use its commercially reasonable efforts to obtain and, for so long as the Notes are outstanding, maintain the listing of such Notes on the Official List of the Irish Stock Exchange or, if at any time the Issuer determines that it will not obtain or maintain such listing on the Official List of the Irish Stock Exchange, it will use its commercially reasonable efforts to obtain (prior to delisting) and thereafter maintain a listing of such Notes on another “recognised stock exchange” as defined in Section 1005 of the Income Tax Act 2007.

PRINCIPAL, MATURITY AND INTEREST On the Issue Date, the Issuer will issue the Notes in an aggregate principal amount of €400,000,000. The Notes will mature on June 15, 2021 at par. The Notes will be issued in fully registered form, without coupons, in minimum denominations of €100,000 and any integral multiple of €1,000 excess thereof. Interest on the Notes will accrue at the rate of 6.75% per annum. Interest on the Notes will accrue from the date of original issue, or, if interest has already been paid or provided for, from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually to Holders of record at the close of business on June 1 or December 1 immediately preceding the interest payment date, on June 15 and December 15 of each year, commencing June 15, 2015. Interest will be paid on the basis of a 360- day year consisting of twelve 30-day months. Interest on overdue principal and interest will accrue at a rate that is 1 per cent. higher than the then applicable interest rate on the Notes. The Issuer may issue an unlimited aggregate principal amount of additional Notes in one or more series from time to time (the “Additional Notes”), subject to limitations set forth in the Indenture. Any Additional Notes will be part of the same issue as the Notes currently being offered and will be treated as the Notes issued on the Issue Date for all purposes of the Indenture, except as set forth in the Indenture, provided that any Additional Notes that are not fungible with the Notes offered hereunder for U.S. federal income tax purposes shall have a separate CUSIP, ISIN or other identifying number from such Notes. Holders of Additional Notes will vote on all matters as a single class with Holders of Notes issued on the Issue Date.

METHODS OF RECEIVING PAYMENTS ON THE NOTES The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Notes, including in the City of London (the “Principal Paying Agent”). As long as the Notes remain outstanding, the Issuer has also agreed that it will, to the extent reasonably practicable and permitted as a matter of law, ensure that there is a paying agent for the Notes in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments which was adopted by the ECOFIN Council on 3 June 2003, and amended by Council Decision on 26 April 2004, and 19 July 2004, or any law implementing or complying with, or introduced to conform to, such Directive or any agreement entered into by a new European Union Member State with (a) any other state or (b) any relevant dependent or associated territory of any European Union Member State providing for measures equivalent to or the same as those provided for by such Directive (if such a European Union Member State exists). The Issuer will also maintain one or more registrars (each, a “Registrar”) with offices in Frankfurt. The Issuer will also maintain a transfer agent in London. The initial Registrar will be Citigroup Global Markets Deutschland AG. The initial transfer agent will be Citibank, N.A., London Branch. The Registrar and the transfer agent in London will maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer. The Issuer will initially appoint Citibank, N.A., London Branch as Principal Paying Agent. The Issuer may change any Paying Agent, Registrar or transfer agent for the Notes without prior notice to the Holders of such Notes.

For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and to the extent required by the Irish Stock Exchange, the Issuer will publish a notice of any change of Paying Agent, Registrar or transfer agent in a newspaper having a general circulation in Dublin (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the Irish Stock Exchange, post such notice on the official website of the Irish Stock Exchange (www.ise.ie).

145 OPTIONAL REDEMPTION The Notes will be redeemable, at the Issuer's option, at any time prior to maturity at varying redemption prices in accordance with the applicable provisions set forth below. On and after January 15, 2018, the Notes will be redeemable at the Issuer's option, in whole or in part and from time to time, at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder's registered address, not less than 10 nor more than 60 days prior to the redemption date. The Issuer may provide in such notice that payment of the redemption price and the performance of the Issuer's obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the relevant redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on January 15 of the years set forth below:

Redemption period Price

2018 ...... 103.375% 2019 ...... 101.688% 2020 and thereafter ...... 100.0000%

At any time prior to January 15, 2018, the Notes will be redeemable at the Issuer's option, in whole or in part and from time to time, at a redemption price equal to 100 per cent. of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Redemption Price”). Such redemption may be made upon notice mailed by first-class mail to each Holder's registered address, not less than 10 nor more than 60 days prior to the redemption date. The Issuer may provide in such notice that payment of the Redemption Price and performance of the Issuer's obligations with respect to such redemption may be performed by another Person. Any such redemption or notice may, at the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. At any time prior to January 15, 2018, the Issuer will be entitled at its option on one or more occasions to redeem Notes in an aggregate principal amount not to exceed 35 per cent. of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes) with funds in an equal aggregate amount (the “Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 106.75%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption: (1) an aggregate principal amount of Notes equal to at least 65 per cent. of the aggregate principal amount of Notes issued on the Issue Date (plus the aggregate principal amount of any Additional Notes issued after the Issue Date but excluding any Notes or Additional Notes held by the Parent and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 60 days after the date of the completion of the related Equity Offering. Such redemption may be made upon notice provided to the Holder, not less than 10 nor more than 60 days prior to the redemption date.

Any redemption notice given in respect of such redemption may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. If the Issuer effects an optional redemption of Notes, it will, if and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and to the extent required by the Irish Stock Exchange, inform the Global Exchange Market of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption.

146 The Issuer may provide in any notice of redemption that payment of the redemption price and performance of the Issuer's obligations with respect to such redemption may be performed by another Person.

SELECTION AND NOTICE For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and to the extent required by the Irish Stock Exchange, the Issuer shall publish notice of any redemption in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the Irish Stock Exchange, post such notice on the official website of the Irish Stock Exchange (www.ise.ie). In the case of any partial redemption, selection of the Notes for redemption will be made by the Principal Paying Agent on a pro rata basis or Euroclear and/or Clearstream in accordance with the applicable procedures of Euroclear or Clearstream, as applicable, unless otherwise required by law or applicable stock exchange or depository requirements. No Note of €100,000 in aggregate principal amount or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, shall be redeemed.

MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under the captions “—Change of Control” and “—Certain Covenants—Limitation on sales of assets and subsidiary stock.” The Parent and its Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise.

ADDITIONAL AMOUNTS All payments required to be made by the Issuer under or with respect to the Notes or by any Guarantor under its Note Guarantee (each of the Issuer or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”), will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of the government of the United Kingdom or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or by or on behalf of any authority or agency having power to tax within any other jurisdiction in which such Payor is incorporated, organized or otherwise resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such Payor (each a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct such Taxes by law or regulation. If a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Note Guarantee, as applicable, such Payor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by any Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (1) any Taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, company or corporation) and the Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner being or having been a citizen, domiciliary, national or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than any connection arising solely from the acquisition or holding of any Note, the receipt of any payments in respect of such Note or a Note Guarantee or the exercise or enforcement of rights under a Note or Note Guarantee); (2) any estate, inheritance, gift, sales, transfer, personal property or similar Tax; (3) any Taxes which are payable otherwise than by withholding or deduction from payments made under or with respect to the Notes or any Note Guarantee; (4) any Taxes that would not have been (or would not be required to be) imposed, withheld, deducted or levied if such Holder or the beneficial owner of any Note or interest therein (A) complied with all reasonable written requests by the Payor (made at a time that would enable the Holder or beneficial owner acting reasonably to comply with such request) to provide 147 information or documentation concerning the nationality, residence or identity of such Holder or beneficial owner or (B) made any declaration or similar claim or satisfied any certification, information or reporting requirement, which in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction of, all or part of such Taxes; (5) any Taxes withheld, deducted or imposed on a payment to an individual or certain residual entities that are required to be made pursuant to the Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council Meeting of November 26 and 27, 2000 on the taxation of savings income in the form of interest payments which was adopted by the ECOFIN Council on 3 June 2003, or pursuant to any law implementing or complying with, or introduced in order to conform to, such Directive or any agreement entered into by a new European Union Member State with (a) any other state or (b) any relevant dependent or associated territory of any European Union Member State providing for measures equivalent to or the same as those provided for by such Directive; (6) any Taxes imposed on or with respect to a Note presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (7) any Taxes imposed on or with respect to a payment which could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period); (8) any Taxes imposed on or with respect to any payment made under or with respect to such Note or Note Guarantee to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the sole beneficial owner of such Note; (9) any withholding or deduction required to be made from a payment pursuant to sections 1471- 1474 of the Code, as of the issue date (or any amended or successor version), any current or future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to section 1471(b)(1) of the Code; or (10) any Taxes imposed or levied by reason of any combination of clauses (1) through (9) above.

The Issuer and the Guarantors (as the case may be) will pay and indemnify the Holders or beneficial owners for any present or future stamp, issue, registration, court or documentary Taxes, or similar Taxes, charges or levies and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction on the execution, issuance, delivery, enforcement or registration of the Notes, the Indenture, the Note Guarantees or any other document or instrument in relation thereto (other than on a transfer or assignment of the Notes after this offering) or the receipt of any payments with respect thereto (limited, solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Taxing Jurisdiction that are not excluded under clauses (1), (2) or (4) through (9) above or any combination thereof). The Payor will make any withholding or deduction required in respect of Taxes, and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request, the Payor will use reasonable efforts to provide, within a reasonable time after the date the payment of any such Taxes so deducted or withheld is made, the Trustee with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. If so provided, copies thereof will be made available at the offices of the Principal Paying Agent, if the Notes are then listed on the Official List of the Irish Stock Exchange and copies will be made available by the Trustee to a Holder or beneficial owner on written request. If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes or any Note Guarantees, the Payor will deliver to the Principal Paying Agent with a copy to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Payor shall notify the Principal Paying Agent and the Trustee promptly thereafter) a certificate stating the fact that Additional 148 Amounts will be payable and the amount estimated to be so payable and such other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. Whenever in the Indenture there is mentioned, in any context: (1) the payment of principal; (2) redemption prices or purchase prices in connection with a redemption or a purchase of Notes, as applicable; (3) the payment of interest; or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference will be deemed to include payment of Additional Amounts as described under this heading “—Additional Amounts,” to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations described under this heading, “—Additional Amounts,” will survive any termination, defeasance or discharge of the Indenture or any Note Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Payor is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. For a discussion of certain withholding taxes applicable to payments under or with respect to the Notes or any Note Guarantee, see “—Certain Tax Considerations.”

OPTIONAL REDEMPTION FOR CHANGES IN WITHHOLDING TAXES The Issuer is entitled to redeem Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days' notice to the Holders, at a redemption price equal to 100 per cent. of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of:

(1) a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction; or (2) any change in or amendment to any official published position regarding the application, administration or interpretation of such laws (including any regulations or rulings promulgated thereunder and including the decision of any court, governmental agency or tribunal), which change or amendment is announced and becomes effective on or after the date of this Offering Memorandum and the Payor cannot avoid such obligation by taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), provided that such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory burden or the incurrence by it of any significant additional costs, or would otherwise result in any material adverse consequences. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor permitted under “—Certain Covenants—Merger and consolidation” is incorporated, organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. Before publishing or mailing notice of the redemption of Notes, the Issuer will deliver to the Trustee an Officer's Certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer will also deliver to the Trustee an opinion of independent legal counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a change or amendment described above. The Trustee will accept such opinion as sufficient evidence of the Payor's obligations, to pay such Additional Amounts and it will be conclusive and binding on the Holders.

NOTE GUARANTEES On the Issue Date, each of the Initial Guarantors will, jointly and severally, fully and unconditionally guarantee payment of the Notes on a senior basis, as a Guarantor, as and to the extent provided in the Note Guarantees. The obligations of a Guarantor under its Note Guarantee will be limited as necessary to prevent the relevant Note Guarantee from constituting a fraudulent conveyance under applicable law, or otherwise to reflect limitations under applicable law. Notwithstanding the foregoing or any other provision in the Indenture, no Guarantor is providing a guarantee of any Obligations of the Parent.

149 The “Initial Guarantors” include the Parent, Thomas Cook Group Treasury Limited, Thomas Cook UK Limited, Thomas Cook Airlines Limited, Thomas Cook Tour Operations Limited, TCCT Retail Limited, Thomas Cook Retail Limited, Condor Flugdienst GmbH, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin GmbH, Thomas Cook SAS, Thomas Cook Belgium NV, Thomas Cook Airlines Belgium NV, Thomas Cook Austria AG, Neckermann Polska Biuro Podróży sp. z.o.o., Thomas Cook Nederland BV, MyTravel Group Limited, Retail Travel Limited, Thomas Cook (CIS) AB, Tourmajor Limited, Thomas Cook Aircraft Engineering Limited, Close Number 30 Limited, Thomas Cook Continental Holdings Limited, Thomas Cook West Investments Limited, Thomas Cook Group UK Limited and TCGH Holdings Limited. Not all of the Parent's Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, such non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Parent. For the year ended September 30, 2014, the Issuer and the Initial Guarantors (on an unconsolidated basis) represented 81% (£2,682 million), 97% (£480 million) and 75% (£6,464 million) of our consolidated total assets, underlying EBITDA and revenue, respectively. For the year ended September 30, 2014, the non-Guarantor Subsidiaries represented 19% (£643 million), 3% (£16 million) and 25% (£2,124 million) of our consolidated total assets, underlying EBITDA and revenue, respectively. At 30 September 2014, the Parent and its Subsidiaries had £1,345 million of Indebtedness outstanding. Although the Indenture will contain limitations on the amount of additional Indebtedness that the Parent and its Restricted Subsidiaries may Incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be structurally senior Indebtedness or secured Indebtedness. See “—Certain Covenants—Limitation on indebtedness” below. Substantially all of the operations of the Parent are conducted through its Subsidiaries. Claims of creditors of Subsidiaries of the Parent that are not Guarantors (other than the Issuer), including trade creditors, and claims of preferred shareholders (if any) of Subsidiaries, will have priority with respect to the assets and earnings of such Subsidiaries, over the claims of creditors of the Issuer and the Guarantors, including holders of the Notes. The Notes, therefore, will be effectively subordinated to creditors (including trade creditors) and preferred shareholders (if any) of Subsidiaries of the Parent that are not Guarantors or the Issuer. Although the Indenture will limit the incurrence of Indebtedness by the Parent, the Issuer and certain of its Subsidiaries, such limitation is subject to a number of significant qualifications. See “—Certain Covenants—Limitation on indebtedness” below.

CHANGE OF CONTROL Upon the occurrence of a Change of Control (as defined below), each Holder will have the right to require the Issuer to repurchase all or any part of such Holder's Notes at a purchase price in cash equal to 101 per cent. of the principal amount thereof on the date of repurchase, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Issuer will not be obligated to repurchase Notes pursuant to this covenant in the event that it has unconditionally exercised its right to redeem all of the Notes as described under “—Optional Redemption” and all conditions to such redemption have been satisfied or waived. The term “Change of Control” means: (i) The Issuer or the Parent becomes aware of (by way of a report or any other filing with any regulatory agency, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date) becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50 per cent. of the total voting power of the Voting Stock of the Parent, provided that for the purposes of this clause, no Change of Control shall be deemed to occur by reason of the Parent becoming a Subsidiary of a Successor Parent; (ii) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all the assets of the Parent and its Restricted Subsidiaries, taken as a whole, to any Person or group of Persons acting in concert; (iii) the Issuer ceases to be, directly or indirectly, a wholly owned Subsidiary of the Parent; (iv) the commencement of a legal procedure (including a scheme of arrangement) relating to the liquidation or dissolution of the Issuer or the Parent other than in a transaction which complies with the provisions described under “—Merger and consolidation”; or

150 (v) the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors. “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Parent who (A) was a member of such Board of Directors on the Issue Date or (B) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. Unless the Issuer has exercised its right to redeem all the Notes as described under “— Optional Redemption” and all conditions to such redemption have been satisfied or waived, the Issuer will, not later than 30 days following the date the Issuer obtains actual knowledge of any Change of Control having occurred, mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Principal Paying Agent and the Trustee stating: (1) that a Change of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Issuer to purchase such Holder's Notes at a purchase price in cash equal to 101 per cent. of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); (2) the purchase date (which will be no earlier than 10 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); (3) the instructions determined by the Issuer, consistent with the Indenture, that a Holder must follow in order to have its Notes purchased; and (4) if such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control. On the Change of Control Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Principal Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. The Principal Paying Agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee (or an authentication agent approved by it) will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of a Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any applicable laws or regulations, including securities laws, conflict with the provisions of this covenant, the Issuer will comply with the applicable laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. Neither the Parent nor the Issuer has any present plans to engage in a transaction involving a Change of Control, although it is possible that the Parent and the Issuer could decide to do so in the future. Subject to the limitations discussed below, the Parent and the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Parent or the Issuer's capital structure or credit ratings. Except as described above with respect to a Change of Control, the Indenture will not contain provisions that permit the Holders to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The occurrence of certain events that constitute a Change of Control under the Notes would also be a change of control under the Senior Facilities Agreement and would entitle a lender under the Senior Facilities Agreement, following a 30 day period of negotiation with the Parent and a further 30 day notice 151 period, to cancel its commitments and demand repayment of all outstanding amounts under the Senior Facilities Agreement. Agreements governing future Indebtedness of the Parent and the Issuer may contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased or repaid upon a Change of Control. Agreements governing future Indebtedness of the Parent or the Issuer or any of their respective Subsidiaries may prohibit the Issuer from repurchasing the Notes upon a Change of Control or restrict the ability of the Parent or its Subsidiaries to provide funds to the Issuer necessary to enable it to purchase the Notes. Moreover, the exercise by the Holders of their right to require the Issuer to purchase the Notes could cause a default under, or require repayment of Indebtedness under, such agreements, even if the Change of Control itself does not, due to the financial effect of such purchase on the Parent and/or its Subsidiaries. Finally, the Issuer's ability to pay cash to the Holders upon a purchase may be limited by the Issuer's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. As described above under “— Optional Redemption,” the Issuer also has the right to redeem the Notes at specified prices, in whole or in part, upon a Change of Control or otherwise. The provisions under the Indenture relating to the Issuer's obligation to make an offer to purchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes. The definition of Change of Control includes a phrase relating to the sale or other transfer of “all or substantially all” of the assets of the Parent and its Restricted Subsidiaries. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Parent and its Restricted Subsidiaries, and therefore it may be unclear as to whether a Change of Control has occurred and whether the Holders have the right to require the Issuer to repurchase such Notes. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and to the extent required by the Irish Stock Exchange, the Issuer will publish a notice of any Change of Control Offer in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the Irish Stock Exchange, post such notice on the official website of the Irish Stock Exchange (www.ise.ie).

CERTAIN COVENANTS

Limitation on indebtedness (a) The Parent will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent or any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Fixed Charge Coverage Ratio would be greater than 2.0:1. (b) Notwithstanding the foregoing paragraph (a), the Parent and Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness Incurred pursuant to any Credit Facility in a maximum principal amount at any time outstanding not exceeding £700.0 million, plus, in the event of any refinancing of any such Indebtedness or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; (ii) commercial paper issued under a commercial paper program, the aggregate principal amount of which at any time outstanding would not exceed £225.0 million; (iii) Indebtedness (A) of any Restricted Subsidiary to the Parent or (B) of the Parent or any Restricted Subsidiary to any Restricted Subsidiary; provided, that (a) except in the case of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Parent and its Restricted Subsidiaries, any such Indebtedness owed by the Issuer or a Guarantor to a Restricted Subsidiary that is not the Issuer or a Guarantor shall, to the extent legally permitted, be subordinated in right of payment to, in the case of Indebtedness of the Issuer, the Notes or, in the case of Indebtedness of a Guarantor, its Note Guarantee and (b) any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Parent or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (iii); (iv) (A) Indebtedness represented by the Notes (other than any Additional Notes) or Note Guarantees, and (B) any Indebtedness (other than the Indebtedness described in clauses (i), (ii)

152 or (iii) of this paragraph (b)) outstanding on the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in paragraph (a) or clause (iv) or (ix) of this paragraph (b);

(v) Indebtedness represented by Purchase Money Obligations, Capitalized Lease Obligations, mortgage financings, and in each case any refinancing with respect thereto, in an aggregate principal amount, including all indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (v), not to exceed £50.0 million at any time outstanding; (vi) guarantees by the Parent or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Parent or any Restricted Subsidiary (other than any Indebtedness Incurred by the Parent or such Restricted Subsidiary, as the case may be, in violation of this covenant), including any counter-indemnity obligations or guarantees of the Parent or any Restricted Subsidiary in respect of guarantees, bonds, letters of credit or similar instruments issued by a bank, financial institution, insurer, insurance company or other entity providing such instruments, provided that if the Indebtedness being guaranteed is subordinated to the Notes or subordinated to or pari passu with a Note Guarantee, then the guarantee must be subordinated, in the case of the Notes, or subordinated or pari passu, as applicable, in the case of a Note Guarantee, in each case to the same extent as the Indebtedness guaranteed; (vii) Indebtedness of the Parent or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its Incurrence, (B) in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business, whether paid directly by the customer or by a credit card company, (C) owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Parent and its Restricted Subsidiaries, (D) Incurred in connection with credit card processing arrangements entered into in the ordinary course of business, (E) netting, overdraft protection and other similar arrangements arising under standard business terms of any bank at which the Parent or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement or (F) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person; (viii) Indebtedness of the Parent or any Restricted Subsidiary in respect of (A) Hedging Obligations, entered into for bona fide hedging purposes and not for speculative purposes, (B) Management Guarantees, (C) the financing of insurance premiums in the ordinary course of business or (D) take-or-pay obligations under supply arrangements incurred in the ordinary course of business; (ix) Indebtedness of any Person that is assumed by the Parent or any Restricted Subsidiary in connection with its acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Parent or any Restricted Subsidiary or merged or consolidated with or into the Parent or any Restricted Subsidiary (including pursuant to any acquisition of assets and assumption of related liabilities), provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, the Parent could Incur at least £1.00 of additional Indebtedness pursuant to paragraph (a) above or the Consolidated Fixed Charge Coverage Ratio would not be less than it was immediately prior to giving effect to such acquisition, merger or consolidation; and any Refinancing Indebtedness with respect to any such Indebtedness; (x) in the case of any Dutch Restricted Subsidiary, any obligation arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code); (xi) the issuance by any Restricted Subsidiary to the Parent or to any of its Restricted Subsidiaries of Preferred Stock; provided that:

(1) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Parent or a Restricted Subsidiary; and (2) any sale or other transfer of any such Preferred Stock to a Person that is not either the Parent or a Restricted Subsidiary,

153 will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (xi); and (xii) Indebtedness of the Parent or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to £250.0 million. (c) Restricted Subsidiaries (other than the Issuer) that are not Guarantors may incur Indebtedness pursuant to paragraphs (a), (b)(i), (b)(ii), (b)(iv), (b)(v) and (b)(viii) above or incur any Refinancing Indebtedness in respect of Indebtedness of the Issuer or any Guarantor if, after giving pro forma effect to such incurrence of Indebtedness, the aggregate principal amount of Indebtedness at any time outstanding of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred under such paragraphs would not together exceed £650.0 million, less the amount of Indebtedness secured by a Lien pursuant to paragraph (n) of the definition of “Permitted Liens”; provided that any amount included in this calculation shall be counted only once, whether or not it is incurred under this covenant or pursuant to paragraph (n) of the definition of “Permitted Liens.” (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, paragraphs (a) and (b) of this covenant, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this covenant) arising under any guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation supporting such Indebtedness will be disregarded to the extent that such guarantee, Lien or letter of credit, bankers' acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) or (b) above, the Parent, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses of paragraph (b) (including in part under one such clause and in part under another such clause) or paragraph (a); and (iii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS. Any Indebtedness under the Senior Facilities Agreement as in effect on the Issue Date will be classified as Incurred on such date under paragraph (b)(i) of this covenant and may not be reclassified. (e) For purposes of determining compliance with any pound sterling-denominated restriction on the Incurrence of Indebtedness denominated in a currency other than pound sterling, the pound sterling- equivalent principal amount of such Indebtedness Incurred pursuant thereto will be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the pound sterling-equivalent principal amount of any such Indebtedness outstanding on the Issue Date will be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than pound sterling, and such refinancing would cause the applicable pound sterling- denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such pound sterling-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (z) the pound sterling- equivalent principal amount of Indebtedness denominated in a currency other than pound sterling and Incurred pursuant to the Senior Facilities Agreement will be calculated based on the relevant currency exchange rate in effect on, at the Parent's option, (i) the Issue Date, (ii) any date on which any of the respective commitments under the Senior Facilities Agreement will be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on restricted payments (a) The Parent will not, and will not permit any Restricted Subsidiary, directly or indirectly, to: (i) declare or pay any dividend or make any distribution on or in respect of the Parent's or any of its Restricted Subsidiaries' Equity Interests (including any such payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) except (x) dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock) and (y) dividends or distributions payable to the Parent or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Equity Interests on no more than a pro rata basis);

154 (ii) purchase, redeem, retire or otherwise acquire for value any Equity Interests of the Parent held by Persons other than the Parent or a Restricted Subsidiary; (iii) make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (x) a payment of interest at the final maturity thereof, (y) a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligations (other than, for the avoidance of doubt, Subordinated Shareholder Funding) in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, in each case due within one year of the date of such acquisition or retirement and (z) any Subordinated Obligations owed to the Parent or any Restricted Subsidiary); (iv) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, Subordinated Shareholder Funding; or (v) make any Investment (other than a Permitted Investment) in any Person, (any such payments and other actions set forth in these clauses (i) through (v) above being herein referred to as a “Restricted Payment”), unless, at the time the Parent or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; (2) the Parent could at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, Incur at least an additional £1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Certain Covenants—Limitation on indebtedness;” and (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors) declared or made subsequent to the Issue Date (and not returned or rescinded) (including Permitted Payments permitted below by clauses (iv), (v), (x) and (xi) of paragraph (b) of this covenant, but excluding all other Restricted Payments permitted by paragraph (b) of this covenant) and then outstanding would not exceed, without duplication, the sum of: (A) 50 per cent. of the Consolidated Net Income accrued during the period (treated as one accounting period) beginning on April 1, 2013 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the Parent are available (or, in case such Consolidated Net Income will be a negative number, 100 per cent. of such negative number); (B) the aggregate Net Cash Proceeds and the Fair Market Value of property or assets received (x) by the Parent as capital contributions to the Parent after June 4, 2013 or from the issuance or sale (other than to a Restricted Subsidiary) of its Equity Interests (other than Disqualified Stock) after June 4, 2013 (other than pursuant to the Rights Offering) or (y) by the Parent or any Restricted Subsidiary from the issuance and sale (other than to the Parent or a Restricted Subsidiary) by the Parent or any Restricted Subsidiary after the Issue Date of Indebtedness that has been converted into or exchanged for Capital Stock of the Parent (other than Disqualified Stock), plus the amount of any cash and the Fair Market Value of any property or assets, received by the Parent or any Restricted Subsidiary upon such conversion or exchange; (C) the aggregate amount equal to (i) dividends, distributions, interest payments, return of capital, repayments of Investments or other transfers of assets to the Parent or any Restricted Subsidiary from any Unrestricted Subsidiary, to the extent that such transfers of assets were not otherwise included in the Consolidated Net Income of the Parent for such period, or (ii) the net reduction in Investments in Unrestricted Subsidiaries resulting from the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”), not to exceed in the case of any such Unrestricted Subsidiary the aggregate amount of Investments (other than Permitted Investments) made by the Parent or any Restricted Subsidiary in such Unrestricted Subsidiary after June 4, 2013; and 155 (D) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), an amount (to the extent not included in Consolidated Net Income) in the aggregate equal to the lesser of the return of capital, repayment or other proceeds with respect to all such Investments received by the Parent or a Restricted Subsidiary and the initial amount of all such Investments constituting Restricted Payments. (b) The provisions of paragraph (a) of this covenant do not prohibit any of the following (each, a “Permitted Payment”): (i) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Equity Interests of the Parent or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent issuance or sale of, Equity Interests of the Parent (other than Disqualified Stock and other than Equity Interests issued or sold to a Subsidiary) or a substantially concurrent capital contribution to the Parent, provided that the Net Cash Proceeds from such issuance, sale or capital contribution will be excluded in subsequent calculations under clause (a)(3)(B) of this covenant and will not be considered to be net cash proceeds from an Equity Offering for purposes of the “Optional Redemption” provisions of the Indenture; (ii) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations made by exchange for, or out of the proceeds of the issuance or sale of, Refinancing Indebtedness Incurred in compliance with the covenant described under “— Certain Covenants—Limitation on indebtedness;” (iii) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (other than, for the avoidance of doubt, Subordinated Shareholder Funding) (x) with Excess Proceeds remaining following an Excess Proceeds Offer consummated in accordance with the covenant described under “—Certain Covenants— Limitation on sales of assets and subsidiary stock,” or (y) at a price no greater than 101 per cent. following the occurrence of a Change of Control (pursuant to provisions in such Subordinated Obligations similar to those described under “—Change of Control”), but only if the Issuer will have complied with the provisions described under “—Change of Control” and, if required, purchased all Notes tendered pursuant to the offer to repurchase required thereby, prior to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired Indebtedness; (iv) any dividend paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with the provisions of this Indenture;

(v) the purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of Equity Interests of the Parent held by, or for the purpose of granting Equity Interests to, any current or former officer, director, consultant or employee of the Parent or any Restricted Subsidiary pursuant to, or in connection with, any equity subscription agreement, stock option plan, shareholders' agreement, management or employee benefit or incentive plan or any similar compensatory arrangement (including for the avoidance of doubt, making Equity Interests available under any such plans or arrangements); provided that such purchases, repurchases, redemptions, defeasances, acquisitions, cancellations or retirements do not exceed an amount equal to £25.0 million per annum (with unused amounts being carried over into the succeeding two years) plus the Net Cash Proceeds received by the Parent or its Restricted Subsidiaries since the Issue Date (including through receipt of proceeds from the issuance or sale of its Equity Interests or Subordinated Shareholder Funding to the Parent) from, or as a contribution to the equity (in each case under this clause (v), other than through the issuance of Disqualified Stock) of the Parent from, the issuance or sale to officers, directors, consultants or employees of the Parent or any Restricted Subsidiary of Equity Interests, to the extent such Net Cash Proceeds are not included in any calculation under clause (a)(3)(B) or clause (b)(i) of this covenant; (vi) payments by the Parent, or loans, advances, dividends or distributions by the Parent to holders of Capital Stock of the Parent in lieu of issuance of fractional shares of such Capital Stock, not to exceed £100,000 in the aggregate outstanding at any time; (vii) any Restricted Payment pursuant to or in connection with the Transactions;

156 (viii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under “—Certain Covenants—Limitation on indebtedness”; (ix) the repurchase of equity interests deemed to occur upon the exercise of stock options or warrants to the extent such equity interests represent a portion of the exercise price of those stock options or warrants; (x) any payment by the Parent or any Restricted Subsidiary to the TCCT Shareholders pursuant to the TCCT Shareholders Agreement provided that any amendment, modification or supplement to the terms thereof after the Issue Date does not materially increase the amount of Restricted Payments payable under this clause (x) above the amounts payable under the TCCT Shareholders Agreement as in effect on the Issue Date; and (xi) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed (net of repayments of any such loans or advances) £75.0 million. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non- cash Restricted Payment shall be determined conclusively by the Board of Directors of the Parent acting in good faith. The Parent, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the provisions of this covenant (or, in the case of any Investment, the clauses of Permitted Investments) and in part under one or more other such provisions (or, as applicable, clauses).

Limitation on restrictions on distributions from restricted subsidiaries The Parent will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Parent, (ii) make any loans or advances to the Parent or any Restricted Subsidiary or (iii) sell or transfer any of its property or assets to the Parent (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (1) pursuant to (A) the Senior Facilities Agreement, (B) the Existing Notes, (C) the Existing Intercreditor Agreement, (D) the Hedging Intercreditor Agreement and (E) any other agreement or instrument existing or entered into on or before the Issue Date (including the Notes, the Note Guarantees and the Indenture), as each of (A), (B), (C), (D) and (E) are in effect as of the Issue Date; (2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Parent or any Restricted Subsidiary or was designated as a Restricted Subsidiary, or which agreement or instrument is assumed by the Parent or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with or in contemplation of, such acquisition, merger or consolidation); provided that for purposes of this clause (2), if a Person other than the Parent is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary will be deemed acquired or assumed, as the case may be, by the Parent or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (1) or (2) of this covenant or this clause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an Initial Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable to the Holders taken as a whole than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates or will not adversely effect in any material

157 respect, the Issuer's ability to make principal or interest payments on the Notes as they become due (in each case, as determined in good faith by the Parent or the Issuer); (4) (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of the Parent or a Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations, Capitalized Lease Obligations or mortgage financings that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to any lease, sale and leaseback, asset sale, stock sale, joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or such Restricted Subsidiary or (J) pursuant to Hedging Obligations; (5) with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(6) by reason of any applicable law, rule, regulation (including, without limitation, any exchange controls) or the terms of any license, authorization, concession, permit or order required by any regulatory authority having jurisdiction over the Parent or any Restricted Subsidiary or any of their businesses; (7) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the covenant described under “— Certain Covenants—Limitations on indebtedness” (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Parent) or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Parent or the Issuer), (B) relating to any working capital Indebtedness or any sale of receivables or (C) relating to any loan or advance by the Parent to a Restricted Subsidiary subsequent to the Issue Date, including of proceeds of any Capital Stock or Indebtedness issued or Incurred by the Parent; provided that, in the case of this clause (C), the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Facilities Agreement (as determined in good faith by the Parent or the Issuer); or (8) any encumbrance or restriction existing by reason of any lien permitted under “— Limitation on liens” that limits the right of the debtor to dispose of the assets subject to such Liens.

Limitation on sales of assets and subsidiary stock (a) The Parent will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: (i) the Parent or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value of the Equity Interests and assets subject to such Asset Disposition, as such fair market value may be determined by the Board of Directors of the Parent or the relevant Restricted Subsidiary; (ii) in any such Asset Disposition or series of related Asset Dispositions, at least 75 per cent. of the consideration therefor received by the Parent or such Restricted Subsidiary is in the form of cash; and

158 (iii) an amount equal to 100 per cent. of the Net Available Cash from such Asset Disposition is applied by the Parent (or any Restricted Subsidiary, as the case may be), within 365 days after the date of receipt of such Net Available Cash, for one or more of the following purposes: (A) to prepay, repay or purchase any Indebtedness of the Parent or any Restricted Subsidiary that is not a Subordinated Obligation or (in the case of letters of credit, bankers' acceptances or other similar instruments constituting Indebtedness that is not a Subordinated Obligation) cash collateralize any such Indebtedness (in each case other than Indebtedness owed to the Parent or a Restricted Subsidiary); (B) to make a capital expenditure or invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Parent or another Restricted Subsidiary); (C) to purchase the Notes pursuant to an offer to all holders of Notes at a purchase price equal to at least 100 per cent. of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to (but not including) the date of purchase (a “Notes Offer”); or (D) to enter into a binding commitment to apply the Net Available Cash pursuant to clause (B) of this paragraph; provided that such binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period, provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clauses (iii)(A) or (C) above (or any combination of the foregoing), the Parent or such Restricted Subsidiary will retire such Indebtedness and will cause the related Indebtedness (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Pending the final application of any such Net Available Cash in accordance with clause (iii) above, the Parent and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture. (b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds” under the Indenture. When the balance of such Excess Proceeds exceeds £20.0 million, within 20 Business Days thereof, the Issuer will make an offer (an “Excess Proceeds Offer”) to all holders of the Notes and may make an offer to all other holders of other Indebtedness that is pari passu with the Notes or any Note Guarantees to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, Incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Excess Proceeds Offer shall be equal to 100 per cent. of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to (but not including) the date of purchase, prepayment or redemption, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. Upon completion of each Asset Offer, the amount of Excess Proceeds will be reset at zero. (c) For the purposes of clause (ii) of paragraph (a) above, the following are deemed to be cash: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Parent (other than Disqualified Stock of the Parent) or any Restricted Subsidiary by any other Person (other than contingent liabilities), and the release of the Parent or such Restricted Subsidiary from, or its indemnification against, all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Parent and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities, notes or other obligations received by the Parent or any Restricted Subsidiary from the transferee that are converted by the Parent or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent or any Restricted Subsidiary received from Persons who are not the Parent or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to £35.0 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

159 (d) The Issuer will, not later than 45 days after the Issuer becomes obligated to make an Excess Proceeds Offer pursuant to this covenant, mail a notice to each Holder with a copy to the Principal Paying Agent and the Trustee stating (1) that an Asset Disposition that requires the repurchase of a portion of the Notes has occurred and that such Holder has the right (subject to the prorating described below) to require the Issuer to repurchase a portion of such Holder's Notes in cash equal to 100 per cent. of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase; (2) the repayment date (which will be no earlier than 10 days nor later than 60 days from the date such notice is mailed); (3) the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes repurchased; and (4) the amount of the Excess Proceeds Offer. If, upon the expiration of the period for which the Excess Proceeds Offer remains open, the aggregate principal amount of Notes surrendered by Holders and such other pari passu Indebtedness exceeds the amount of the Excess Proceeds Offer, the Excess Proceeds shall be allocated among the Notes and such pari passu Indebtedness to be repaid on a pro rata basis or such other basis as the Principal Paying Agent deems appropriate (with such adjustments as may be deemed appropriate by the Principal Paying Agent so that only Notes in minimum denominations of £100,000 or integral multiples of £1,000 in excess thereof will be repaid). (e) To the extent that the provision of any applicable laws or regulations, including securities laws, conflict with provisions of this covenant, each of the Parent and the Issuer will comply with the applicable laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Limitation on transactions with affiliates (a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions involving an aggregate value in excess of £5 million (including the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any Affiliate of the Parent (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a comparable transaction with a Person who is not such an Affiliate, (ii) if such Affiliate Transaction involves aggregate consideration in excess of £15 million, the Parent delivers to the Trustee a resolution of the Board of Directors of the Parent set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and (iii) if such Affiliate Transaction involves aggregate consideration in excess of £40 million, the Parent delivers to the Trustee a fairness opinion provided by an appraisal or investment banking firm of national standing with respect to such Affiliate Transaction. For purposes of clause (a)(ii) of this paragraph, any Affiliate Transaction will only be deemed to have satisfied the requirements set forth in clause (a)(ii) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by an appraisal or investment banking firm of national standing with respect to such Affiliate Transaction. (b) The provisions of paragraph (a) of this covenant will not apply to: (i) any Restricted Payment Transaction excluding Permitted Investments under clauses (a)(ii), (b) and (n) of the definition thereof; (ii) (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director of or to the Parent or any Restricted Subsidiary heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance, indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable and customary fees to directors of the Parent or any of its Restricted Subsidiaries (as determined in good faith by the Parent or such Restricted Subsidiary), or (4) Management Advances or Subordinated Shareholder Funding and payments, waivers or transaction with respect thereof (or in reimbursement of any expenses referred to in the definitions of such terms); (iii) any transaction between or among any of the Parent or one or more Restricted Subsidiaries; (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto; (v) any transaction with customers, clients, suppliers or purchasers or sellers of assets or services, in each case in the ordinary course of business and otherwise in compliance with the terms of

160 the Indenture, on terms that are fair to the Parent or the relevant Restricted Subsidiary in the reasonable determination of the senior management of the Parent or the relevant Restricted Subsidiary, as applicable, or not materially less favorable to the Parent or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction from a Person who is not an Affiliate of the Parent; (vi) any transaction between the Parent or any Restricted Subsidiary, and any Affiliate of the Parent controlled by the Parent that is a joint venture (whether a company, unincorporated firm, undertaking association, joint venture, partnership or similar entity); (vii) the Transactions; (viii) (A) issuances or sales of Equity Interests (other than Disqualified Stock) or Subordinated Shareholder Funding of the Parent or options or other rights to acquire such Subordinated Shareholder Funding and (B) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of the Indenture; and (ix) any participation in a public tender or exchange offers for securities or debt instruments issued by the Parent or any of its Subsidiaries that are conducted on arms' length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such tender or exchange offer.

Limitation on liens The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of the Indenture or thereafter acquired, securing Indebtedness (the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Notes and the Note Guarantees, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations) such obligation for so long as such obligation is so secured by such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Note Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any Lien securing any Note Guarantee, the termination and discharge of such Note Guarantee in accordance with the terms of the Indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Parent or the Issuer that is governed by the covenant described under “—Certain Covenants—Merger and consolidation” or “—Change of Control”) to any Person that is not an Affiliate of the Parent of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the Parent or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

Guarantors The Initial Guarantors will guarantee payment of the Notes on a senior basis, as a Guarantor, as and to the extent provided in the Indenture and subject to applicable local law limitations. The Parent will cause each Restricted Subsidiary (other than the Issuer) that, after the Issue Date, enters into any guarantee of payment by the Parent or any Restricted Subsidiary of Indebtedness under any Bank Facility or of any Public Debt, in either case the principal amount of which exceeds £100 million (any such guarantee, the “Triggering Indebtedness”), to guarantee payment of the Notes on a senior basis, as a Guarantor, as and to the extent provided in the Indenture. In addition, the Parent may cause any Restricted Subsidiary that is not a Guarantor to guarantee payment of the Notes and become a Guarantor. Notwithstanding the foregoing, the Parent shall not be obligated to cause such Restricted Subsidiary to become a Guarantor if in the good faith determination of the Parent, the provision by such Restricted Subsidiary of a Note Guarantee could reasonably be expected to give rise to or result in: • a violation of applicable law which, in any case, cannot be prevented or otherwise avoided through measures reasonably available to the Parent or the Restricted Subsidiary; • any liability (criminal, civil, administrative or other) for any of the officers, directors or shareholders of the Parent or any Restricted Subsidiary;

• any violation of the provisions of any joint venture or other material agreement, in each case in effect on the Issue Date, governing or binding upon the Parent or any Restricted Subsidiary; or • any material cost, expense, liability or obligation (including, without limitation, any material Tax or any obligation to pay any Additional Amount). Subject to the Indenture and any limitations imposed by applicable local law, each Guarantor, as primary obligor and not merely as surety, will jointly and severally, irrevocably and fully and unconditionally 161 guarantee, on a senior basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Issuer under the Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein called the “Guaranteed Obligations”). Notwithstanding the foregoing or any other provision in the Indenture, no Guarantor is providing a guarantee of any Obligations of the Parent. The obligations of each Guarantor will be limited to the maximum amount that can be guaranteed by such Guarantor without rendering its Note Guarantee void, voidable or unenforceable under applicable law relating to fraudulent conveyance or fraudulent transfer or any other law affecting the rights of creditors generally or otherwise relating to the insolvency of debtors. Notwithstanding any other provisions of the Indenture, each Note Guarantee shall be in such form and substance, and subject to such terms, conditions, limitations, qualifications and restrictions as may be necessary or appropriate (in the good faith determination of the Parent) by reason of or to comply with any applicable law, rule or regulation, including the law of any jurisdiction where the relevant Guarantor is organized or conducts business. A Guarantor will automatically and unconditionally be released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and be of no further force or effect: (A) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture; (B) in connection with any sale or other disposition of Capital Stock of that Guarantor (including any sale or disposition of Capital Stock of any entity of which such Guarantor is a direct or indirect Subsidiary) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (C) concurrently with such Guarantor becoming an Unrestricted Subsidiary; (D) upon legal or covenant defeasance of the Issuer's obligations, or satisfaction and discharge of the Indenture; (E) at any time that such Guarantor is released from its guarantee in respect of the relevant Triggering Indebtedness; (F) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all Notes then outstanding and all other applicable Guaranteed Obligations of such Guarantor then due and owing; (G) as a result of a transaction permitted under clauses (b) and/or (c) under “—Merger and consolidation”; or (H) at any time that such Guarantor is released from its guarantee in respect of the Senior Facilities Agreement, provided that: (1) any Indebtedness of such Guarantor immediately following release of the Note Guarantee would either be capable of being Incurred under clauses (b)(iii), (iv), (vi), (vii), (viii), (ix), (x) or (xi) or would otherwise be in accordance with clause (c) of the covenant titled “—Limitation on indebtedness” upon the release date and, in such circumstances, such Indebtedness shall be deemed incurred, and shall be classified by the Parent upon the release date, in accordance with such clauses; and (2) any Liens granted over the assets of such Guarantor immediately following release of the Note Guarantee would be capable of being granted under the covenant titled “— Limitation on liens” upon the release date and, in such circumstances, such Liens shall be deemed granted and shall be classified by the Parent upon the release date in accordance with such covenant. Upon any such occurrence specified above, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee. Neither the Parent, the Issuer nor any such Guarantor will be required to make a notation on the Notes to reflect any such Note Guarantee or any such release, termination or discharge.

162 Payments for consent The Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Parent and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes, to exclude holders of the Notes in any jurisdiction where (1) the solicitation of such consent, waiver or amendment, including in connection with an exchange offer or offer to purchase for cash, or (2) the payment of the consideration therefor (i) would require the Parent or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the U.S. federal securities laws and the laws of the European Union or its member states), which the Parent in its sole discretion determines (acting in good faith) would be materially burdensome; or (ii) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.

Reports From and after the Issue Date, the Parent will provide to the Trustee: (a) within 120 days after the end of the Parent's financial year, the Parent's annual report and accounts (including audited year-end financial statements prepared in accordance with IFRS and an explanatory statement) prepared in accordance with the Listing Rules, and, either in that report or in a separate publicly available report, calculations of EBITDA and EBITDAR, with a comparison against the prior year; (b) within 90 days after the end of the first semi-annual period of the Issuer's financial year (commencing with the first semi-annual interim financial period ending March 31, 2015), an interim report (including a condensed set of semi-annual interim financial statements prepared in accordance with IFRS and an explanatory statement) prepared in accordance with the requirements of the Listing Rules, and, either in that report or in a separate publicly available report, calculations of EBITDA and EBITDAR, with a comparison against the prior semi-annual period; and (c) within 15 days following its issuance, all information that is required to be provided to the holders of the ordinary shares of the Parent under the Listing Rules or the Companies Act, provided, however, that the reports set forth in paragraphs (a), (b) and (c) of this covenant will not be required to include separate financial statements for any Guarantors or non-guarantor Subsidiaries of the Parent. All financial statements provided under this covenant shall be prepared in accordance with IFRS. If the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the semi-annual and annual financial information required by paragraphs (a) and (b) of this covenant will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent. So long as any Notes are outstanding, the Issuer will (1) after furnishing to the Trustee the annual and interim reports required by clauses (a) and (b) above, hold a conference call that holders of the Notes may attend, which may be combined with any conference call for the equity investors of the Parent, to discuss such reports and the results of operations for the relevant reporting period; and (2) maintain a website to which holders of the Notes, prospective investors, broker-dealers and securities analysts are given access and to which all of the reports required by this “Reports” covenant are posted. In the event the Parent becomes a SEC registrant and subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, the Parent will, for so long as it continues to file the reports required by Section 13(a) with the SEC, make available to the Trustee the annual reports, information, documents and other reports that the Parent is, or would be, required to file with the SEC pursuant to such Section 13(a) or 15(d). Upon complying with the foregoing requirement, the Parent will be deemed to have complied with the provisions contained in this covenant. In addition, so long as the Notes remain outstanding, the Issuer will, during any period during which the Issuer is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, furnish to the Holders and prospective purchasers of the Notes 163 designated by the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer will also make available copies of all reports required by paragraphs (a) through (c) of the first paragraph of this covenant, if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require, at the offices of the Transfer Agent in Ireland.

Merger and consolidation (a) Neither the Parent nor the Issuer will, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of England, any member state of the European Union, Norway, Switzerland, Canada or the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Parent or the Issuer) will expressly assume all the obligations of the Parent or the Issuer, as the case may be, under the Notes or the Indenture by executing and delivering to the Trustee a supplemental indenture, an accession agreement and/or one or more other documents or instruments in form reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Parent or the Issuer (or, if applicable, the Successor Company with respect thereto) could Incur at least £1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “—Certain Covenants—Limitation on indebtedness” or (B) the Consolidated Fixed Charge Coverage Ratio of the Parent (or, if applicable, the Successor Company with respect thereto) would equal or exceed the Consolidated Fixed Charge Coverage Ratio of the Parent immediately prior to giving effect to such transaction; and (iv) the Parent delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph and that the supplemental indenture and the Indenture constitute legal, valid and binding obligations of the Issuer or the Successor Company, enforceable in accordance with their terms, provided that (x) in giving such opinion such counsel may rely on an Officer's Certificate as to compliance with the foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a consolidation, merger or transfer described in paragraph (c) of this covenant. (b) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and the Indenture as described under “—Certain Covenants— Guarantors”) will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the Successor Company (if not the Guarantor) will expressly assume all the obligations of the Guarantor under the Note Guarantee by executing and delivering to the Trustee a supplemental indenture, an accession agreement and/or one or more other documents or instruments in form reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction), no Default will have occurred and be continuing; and (iii) the Parent will have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph, provided that (x) in giving such opinion such counsel may rely on an Officer's Certificate as to compliance with the foregoing clause (ii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a consolidation, merger or transfer described in paragraph (c) of this covenant. (c) Clauses (ii) and (iii) of paragraph (a) of this covenant and clause (ii) of paragraph (b) of this covenant will not apply to any transaction in which (1) any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Parent, the Issuer or any Guarantor, (2) the Parent or the 164 Issuer consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganising the Parent in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted Subsidiary of the Parent so long as all assets of the Parent, and the Restricted Subsidiaries of the Parent, immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof, or (3) any Guarantor consolidates with, merges into or transfers all or part of its assets to another Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of the Parent or the Issuer, as the case may be, under the Notes, the Indenture, and thereafter the predecessor Parent or Issuer, as the case may be, will be relieved of all obligations and covenants under the Notes and the Indenture, except that the predecessor Parent or Issuer, as the case may be, in the case of a lease of all or substantially all its assets will not be released from its guarantee of the obligation to pay the principal of and interest on the Notes or obligation to pay the principal of and interest on the Notes, as the case may be. Any Indebtedness that becomes an obligation of the Parent or any Restricted Subsidiary (or that is deemed to be Incurred by any Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this covenant, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with the covenant described under “— Limitation on indebtedness.”

Anti-layering Neither the Parent, the Issuer nor any Guarantor will incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Parent, the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Parent, the Issuer or any Guarantor solely by virtue of being unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness.

Suspension of covenants on achievement of investment grade status If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing under the Indenture (a “Suspension Event”), then, the Issuer shall notify the Trustee in writing that these two conditions have been satisfied, provided that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee shall not be obliged to notify Holders of such event or of a Reversion Date. Beginning on the date when the Suspension Event occurs and continuing until the Reversion Date, the provisions of the Indenture summarized under the following captions will not apply to the Notes: “—Limitation on indebtedness,” “— Limitation on restricted payments,” “—Limitation on restrictions on distributions from restricted subsidiaries,” “—Limitation on sales of assets and subsidiary stock,” “—Limitation on transactions with affiliates,” and the provisions of clause (iii) of paragraph (a) of the covenant described under “—Merger and Consolidation” and, in each case, any related default provision of the Indenture will cease to be effective and will not be applicable to the Parent and its Restricted Subsidiaries. Such covenants and any related default provisions will again apply according to their terms from the first day on which a Suspension Event ceases to be in effect. The Issuer shall notify the Trustee in writing of the Reversion Date. Such covenants will not, however, be of any effect with regard to actions of the Parent properly taken during the continuance of the Suspension Event, and the “—Limitation on restricted payments” covenant will be interpreted as if it has been in effect since the date of such Indenture except that no default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. On the Reversion Date, all Indebtedness Incurred during the continuance of the Suspension Event will be classified, at Parent's option, as having been Incurred pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness” or one of the clauses set forth in the paragraph (b) of such covenant (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Event and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be incurred under paragraphs (a) or (b) of the covenant described under “—Limitation on indebtedness,” such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (iv) of paragraph (b) of the covenant described under “—Limitation on indebtedness.”

EVENTS OF DEFAULT An “Event of Default” means the occurrence of the following: 165 (i) a default in any payment of interest on any Note when due, continued for 30 days; (ii) a default in the payment of principal of any Note when due, whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (iii) the failure by the Parent or the Issuer or any Guarantor to comply with its obligations under the covenant described under “—Certain Covenants—Merger and consolidation”; (iv) the failure by the Issuer to comply for 30 days after written notice with any of its obligations under the covenant described under “—Change of Control” (other than a failure to purchase the Notes); (v) the failure by the Issuer or the Parent to comply for 60 days after written notice with its other agreements contained in the Notes or the Indenture (in each case, other than a default in performance, or breach of, a covenant or agreement specifically addressed in clauses (i) through (iv) above); (vi) the failure by the Parent or any Restricted Subsidiary to pay any Indebtedness for money borrowed (or the payment of which is guaranteed) (other than any Indebtedness owed to the Parent or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof prior to its maturity because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds £50.0 million or its equivalent in a currency other than pound sterling (the “Cross-Acceleration Provision”);

(vii) certain events of bankruptcy, insolvency or reorganization of the Parent or any Significant Subsidiary, or of such other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person (the “Bankruptcy Provisions”); (viii) the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof will be unsuccessful) in excess of £50.0 million or its equivalent in a currency other than pound sterling against the Parent or a Significant Subsidiary, or jointly and severally against other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed (the “Judgment Default Provision”); or (ix) the failure of any applicable Note Guarantee by a Guarantor that is a Significant Subsidiary (or of the applicable Note Guarantees of one or more Guarantors that, together, would constitute a Significant Subsidiary) to be in full force and effect (except as contemplated by the terms thereof or of the Notes or the Indenture) or the denial or disaffirmation in writing by any applicable Guarantor of its obligations under the Notes and the Indenture or its Note Guarantee (other than by reason of the termination of the Indenture or such Note Guarantee or the release of such Note Guarantee in accordance with such Note Guarantee and the Indenture) (the “Guarantee Default Provision”). The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. However, a Default under clause (iv) or (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25 per cent. in principal amount of the outstanding Notes notify the Parent and the Trustee of the Default and the Parent, the Issuer or the Guarantor, as applicable, does not cure such Default within the time specified in such clauses after receipt of such notice. If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Parent) occurs and is continuing, the Trustee by notice to the Parent or the Holders of at least 25 per cent. in principal amount of the outstanding Notes by notice to the Parent and the Trustee may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Parent occurs and is continuing, the principal of and accrued but unpaid interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

166 Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee full indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (2) Holders of at least 25 per cent. in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (3) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and (5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes will be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines (in its reasonable discretion) is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. If a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail or otherwise deliver to each Holder notice of the Default within 90 days after the Trustee is notified of such Default or Event of Default. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold notice if and so long as the Trustee in good faith determines that withholding notice is in the interests of the Holders. In addition, the Parent will be required to deliver to the Trustee, within 120 days after the end of each fiscal year an Officer's Certificate indicating whether the signatory thereof knows of any Default that occurred during the previous year. The Parent will also be required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute Defaults or Events of Default, their status and what action the Parent is taking or proposes to take in respect thereof.

AMENDMENTS AND WAIVERS Subject to certain exceptions, the Indenture or the Notes may be amended with the consent of the Holders of not less than a majority in principal amount of the Notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of not less than a majority in principal amount of the Notes then outstanding (including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, unless consented to by the Holders of at least 90 per cent. of the aggregate principal amount of the then outstanding Notes, no amendment or waiver may: (i) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note, or change the date on which any Note may be redeemed (other than notice provisions), in each case, as described under “— Optional Redemption” above; (v) make any Note payable in money other than that stated in such Note; (vi) impair the right of any Holder to receive payment of principal of and interest, or premium, if any, on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes;

167 (vii) waive a Default or Event of Default in the payment of principal of, or interest, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (viii) waive a required redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption “—Change of Control” or “— Limitation on sales of assets and subsidiary stock”); (ix) release any Guarantor from its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (x) make any change in the amendment or waiver provisions described in this sentence.

Without the consent of any applicable Holder, the Parent, the Issuer, any Guarantor and the Trustee, as applicable, may amend the Indenture or the Notes to: (i) cure any ambiguity, mistake, omission, defect or inconsistency; (ii) provide for the assumption by a successor of the obligations of the Parent, the Issuer or any Guarantor under the Indenture or the Notes; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of 163(f) of the Code); (iv) add any Note Guarantees with respect to the Notes, add security to or for the benefit of the Notes, or confirm and evidence the release, termination or discharge of any guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for or permitted under the Indenture; (v) add to the covenants of the Parent or the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Parent or the Issuer; (vi) provide for or confirm the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (vii) provide that any Indebtedness that becomes or will become an obligation of a Successor Company pursuant to a transaction governed by the provisions described under “—Certain Covenants—Merger and consolidation” (and that is not a Subordinated Obligation) is Senior Indebtedness for purposes of the Indenture; (viii) conform the text of the Indenture, the Notes or any Note Guarantee to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or any Note Guarantee; (ix) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; (x) to comply with the rules of any applicable securities depositary; or (xi) make any change that does not materially adversely affect the rights of any Holder. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if such consent approves the substance of the proposed amendment or waiver. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by such Holder and every subsequent Holder of all or part of the related Note. Any such Holder or subsequent Holder may revoke such consent as to its Note by written notice to the Trustee or the Parent, received thereby before the date on which the Parent certifies to the Trustee that the Holders of the requisite principal amount of Notes have consented to such amendment or waiver. After an amendment or waiver under the Indenture becomes effective, the Parent is required to mail to Holders a notice briefly describing such amendment or waiver. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment or waiver. The Trustee shall be entitled to request and rely absolutely on an Opinion of Counsel and on an Officer's Certificate with respect to the above matters.

DEFEASANCE The Issuer may, at its option at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer's Certificate terminate all its obligations under the Notes and the Indenture (“Legal Defeasance”), except for certain obligations, including those relating to the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen 168 Notes and to maintain a registrar and paying agent in respect of the Notes. In addition, the Issuer may, at its option at any time, terminate its obligations under certain covenants under the Indenture, including the covenants described under “—Certain Covenants” (other than clauses (i) and (ii) of paragraph (a) under “— Certain Covenants—Merger and consolidation”), the operation of the default provisions relating to such covenants described under “—Events of Default” above, and the operation of the cross acceleration provision, the bankruptcy provisions with respect to Subsidiaries, the judgment default provision and the guarantee default provision, described under “—Events of Default” above (“Covenant Defeasance”). If the Issuer exercises its legal defeasance options or its covenant defeasance option, each Guarantor will be released from all its obligations with respect to its Note Guarantee. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (iv), (v) (as it relates to the covenants described under “—Certain Covenants” above), (vi), (vii) (in the case of clause (vii), with respect to Restricted Subsidiaries other than the Issuer), (viii) or (ix) under “— Events of Default” above or because of the failure of the Issuer to comply with clause (a)(iii) or (iv) under the covenant described under “—Certain Covenants—Merger and consolidation” above. Either defeasance option may be exercised to any redemption date or to the maturity date for the Notes. In order to exercise either defeasance option, (A) the Issuer must irrevocably deposit or cause to be deposited in trust (the “Defeasance Trust”) with the Trustee (or a Person selected by the Trustee) for the benefit of the Holders money in euro or European Government Obligations, or a combination thereof, sufficient (without reinvestment), in the opinion of a financial firm of national standing or a firm of public accountants of national standing, to pay principal of, and premium (if any) and interest on, the Notes to redemption or maturity, as the case may be, provided that if such redemption is made pursuant to the provisions described in the third paragraph under “—Optional Redemption,” (x) the amount of money or European Government Obligations, or a combination thereof, that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date and (B) the Issuer must deliver to the Trustee (i) an Opinion of Counsel in the United Kingdom reasonably acceptable to the Trustee, subject to customary assumptions, exclusions and qualifications, to the effect that holders of the Notes will not recognize income, gain or loss for tax purposes of the United Kingdom as result of such deposit or defeasance and will be subject to tax in the United Kingdom on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, (ii) an Officer's Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others and (iii) an Opinion of Counsel reasonably acceptable to the Trustee, subject to customary assumptions and qualifications, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SATISFACTION AND DISCHARGE The Indenture will be discharged and cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when (i) either (a) all Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuer) have been cancelled or delivered to the Registrar or Trustee for cancellation or (b) all Notes not previously cancelled or delivered to the Registrar or Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within one year or (z) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (ii) the Issuer has irrevocably deposited or caused to be deposited with the Trustee (or a Person selected by the Trustee) money in euro, or European Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on the Notes not previously cancelled or delivered to the Registrar for cancellation, for principal, premium, if any, and interest to the date of redemption or their Stated Maturity, as the case may be, provided that if such redemption is made pursuant to the provisions described in the third paragraph under “—Optional Redemption,” (x) the amount of money or European Government Obligations, or a combination thereof, that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date; (iii) in respect of clause (ii), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or an Event of Default resulting 169 from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in the breach or violation of, or constitute a default under, any other instrument to which the Issuer is a party or by which the Issuer is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iv) the Issuer or any Guarantor has paid or caused to be paid all other sums then payable under the Indenture; and (v) the Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each to the effect that all conditions precedent under the “Satisfaction and discharge” section of the Indenture relating to the satisfaction and discharge of the Indenture have been complied with, provided that any such counsel may rely on any Officer's Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii), (iii) and (iv)).

CONCERNING THE TRUSTEE AND CERTAIN AGENTS Wilmington Trust, National Association, is to be appointed the Trustee under the Indenture. The Indenture will provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are set forth specifically in the Indenture. During the existence of an Event of Default, the Trustee will exercise the rights and powers vested to it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture. The Indenture will impose certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, that if it has actual knowledge that it has acquired any conflicting interest, it must either eliminate such conflict or resign. The Indenture will set out the terms under which the Trustee may resign or be removed, and replaced. Such terms will include, among others, (1) that the Trustee may be removed at any time by the Holders of a majority in principal amount of the then outstanding Notes, or may resign at any time by giving written notice to the Parent and (2) that if the Trustee at any time (a) has or acquires a conflict of interest that is not eliminated, (b) fails to meet certain minimum limits regarding the aggregate of its capital and surplus or (c) becomes incapable of acting as Trustee or becomes insolvent or bankrupt, then the Parent may remove the Trustee, or any Holder who has been a bona fide Holder for not less than six months may petition any court for the removal of the Trustee and the appointment of a successor Trustee. Any removal or resignation of the Trustee shall not become effective until the acceptance of appointment by the successor Trustee. The Indenture will provide for the indemnification of the Trustee, the Paying Agents, the Registrars, any transfer agent, any authenticating agent and any other agent in connection with its actions under the Indenture.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, INCORPORATORS AND STOCKHOLDERS No director, officer, employee, incorporator or stockholder of the Parent or any Subsidiary thereof will have any liability for any obligation of the Parent, the Issuer or any Restricted Subsidiary under the Indenture, the Notes, any Note Guarantee or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

TRANSFER AND EXCHANGE A Holder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Issuer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge shall be made for any transfer or exchange of Notes, but the Issuer may, subject to the covenant under the caption “—Additional Amounts,” require a Holder to pay any taxes or other governmental charges payable in connection with the transfer or exchange. The Issuer will not be required to transfer or exchange any Note selected for redemption or repurchase or to transfer or exchange any Note for a period of 15 Business Days prior to the day of the mailing of the notice of redemption or repurchase. The Notes will be issued in registered form and the Holder

170 will be treated as the owner of such Note for all purposes. For further information about transfer and exchange procedures, see “Book-Entry; Delivery and Form.”

NOTICES All notices to Holders of Notes will be validly given if mailed to them at their respective addresses in the register of the Holders of such Notes, if any, maintained by the Registrar. In addition, for so long as any Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market, and to the extent that the rules of the Irish Stock Exchange so require, any such notice to the holders of the relevant Notes shall also be published in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by the rules of the Irish Stock Exchange, posted on the official website of the Irish Stock Exchange (www.ise.ie) and, in connection with any redemption, and to the extent that the rules of the Irish Stock Exchange so require, the Issuer will notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. For Notes which are represented by global certificates held on behalf of Euroclear and Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream for communication to entitled account holders in substitution for the aforesaid mailing. Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made, provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

CURRENCY INDEMNITY AND CALCULATION OF EURO-DENOMINATED RESTRICTIONS Euro is the sole currency of account with respect to the Notes and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than euro, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder of a Note, as the case may be, or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or Guarantor, as the case may be, to the extent of the euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that euro amount is less than the euro amount expressed to be due to the recipient or the relevant Trustee under any Note, the Issuer will indemnify them against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder of a Note or the Trustee to certify in reasonable detail in a manner satisfactory to the Issuer (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnities, to the extent permitted by law, constitute a separate and independent obligation from the Issuer's other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder or the Trustee (other than a waiver of the indemnities set out under “— Currency Indemnity and Calculation of Euro-denominated Restrictions”) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee. Except as otherwise specifically set forth herein, for purposes of determining compliance with any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that is denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is Incurred or made, as the case may be.

PRESCRIPTION Claims against the Parent, the Issuer or any Guarantor for the payment of principal, premium or Additional Amounts, if any, on the Notes or any Note Guarantees will be prescribed ten years after the applicable due dates for payment thereof. Claims against the Parent, the Issuer or any Guarantor for the payment of interest will be prescribed five years after the applicable due date for the payment of interest.

GOVERNING LAW The Indenture will provide that it and the Notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

171 CONSENT TO JURISDICTION AND SERVICE The Parent and the Issuer will appoint CT Corporation as agent for actions relating to the Notes or the Indenture brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York and will submit to such jurisdiction.

CERTAIN DEFINITIONS “2015 Notes” means the €400,000,000 6.75% guaranteed notes due 2015 issued by the Parent pursuant to the trust deed dated April 22, 2010, as amended or supplemented from time to time. “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person is merged with or into or becomes a Subsidiary or (ii) assumed in connection with the acquisition of properties or assets from such Person, in each case, whether or not such Indebtedness was Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. “Additional Assets” means (i) any non-current property or assets (other than Indebtedness and Capital Stock) used or to be used by the Parent or a Restricted Subsidiary or otherwise useful in a Related Business (including any capital expenditures on any property or assets already so used); (ii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or another Restricted Subsidiary; or (iii) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “Applicable Premium” means, with respect to a Note on any redemption date, the greater of (A) 1.0% of the principal amount of such Note and (B) the excess (to the extent positive) of: (1) the present value at such redemption date of (i) the redemption price of such Note at January 15, 2018 (such redemption price (expressed in a percentage of the principal amount) being set forth in the table under the second paragraph in “—Optional Redemption” (excluding accrued and unpaid interest)), plus (ii) all required remaining scheduled interest payments due on such Note to and including January 15, 2018, computed using a discount rate equal to the Bund Rate at such redemption date plus 50 basis points; over (2) the outstanding principal amount of such Note on such redemption date, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, provided that such calculation shall not be a duty or obligation of the Trustee and Principal Paying Agent. “Asset Disposition” means any sale, lease (other than an ordinary course operating lease), transfer or other disposition of Equity Interests of a Restricted Subsidiary (other than directors' qualifying shares, or shares to be held by third parties to meet applicable legal requirements), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Parent or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Change of Control” and/or the provisions described above under the caption “— Certain Covenants—Merger and consolidation” and not by the provisions described under the caption “— Certain Covenants—Limitation on sales of assets and subsidiary stock,” other than: (i) a disposition to the Parent or a Restricted Subsidiary; (ii) a disposition of cash or Cash Equivalents; (iii) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable; (iv) any Restricted Payment Transaction; (v) a disposition that is governed by the provisions described in “—Certain Covenants—Merger and consolidation”; (vi) any sale and leaseback transaction, lease and leaseback, asset securitization or any similar arrangement in respect of any Items of Aircraft; (vii) any disposition arising from foreclosure, condemnation, taking, expropriation or similar action with respect to any property or other assets or exercise of transaction rights under any lease,

172 license, conversion or other agreement or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement; (viii) a disposition of Capital Stock of a Restricted Subsidiary which are directors' qualifying shares or which are de minimis holdings of Capital Stock to comply with legal or regulatory requirements; (ix) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Parent and its subsidiaries taken as a whole; (x) a disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer useful in the conduct of the business of the Parent and its Restricted Subsidiaries; (xi) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; (xii) any transaction with respect to Items of Aircraft (other than aircraft) made in the ordinary course of business; (xiii) any disposition arising as a result of any Permitted Lien; (xiv) any Excluded Disposal; (xv) any sale, transfer, lease, exchange or other disposition (including pursuant to a derivative transaction) of carbon credits; or (xvi) any disposition or series of related dispositions for aggregate consideration not to exceed £15.0 million. “Bank Facility” means, with respect to the Parent or any of its Subsidiaries, one or more bank loan facilities (including the Senior Facilities Agreement) with one or more banks or other lenders or institutions or investors providing for revolving credit loans, term loans, letters of credit, bonding facilities, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, novated, restated, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Bank Facility or one or more other credit agreements or other Bank Facilities or otherwise); provided that any such facilities or other arrangements or instruments shall not constitute Bank Facilities unless they constitute or are in respect of Indebtedness of the Parent or any of its Subsidiaries. Without limiting the generality of the foregoing, the term “Bank Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. “Bloomberg” means any private electronic information service provided by Bloomberg L.P. or any of its Affiliates, or any of their respective successors. “Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board or other governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Parent. For purposes of the definition of the term “Change of Control,” “Board of Directors” does not include any committee of the board of directors or other governing body. “Bund Rate” means, with respect to any redemption date, the rate per annum equal to the equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where: (i) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to January 15, 2018 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to January 15, 2018; provided, however, that, if the period from such redemption date to January 15, 2018 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to 173 the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from such redemption date to January 15, 2018, is less than one year, a fixed maturity of one year shall be used; (ii) “Comparable German Bund Price” means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; (iii) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Issuer in good faith; and (iv) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average as determined by the Issuer in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the third Business Day preceding the redemption date. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in Dublin, London or New York City and other than any other day on which Trans-European Automated Real-Time Gross settlement Express Transfer payment system is closed for the settlement of payments.

“Capital Stock” of any Person means any and all shares of, partnership interests in, membership interests in or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized or finance lease for financial reporting purposes and reflected as a liability on a balance sheet (other than in the footnotes thereto), in each case in accordance with IFRS. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. For the avoidance of doubt, obligations that are accounted for as operating lease arrangements for financial reporting purposes in accordance with IFRS as in effect on the Issue Date will not be Capitalized Lease Obligations. “Cash Equivalents” means (a) money, (b) securities issued or fully guaranteed or insured by the United States of America, Canada, Switzerland, Norway or a member state of the European Union or, in each case, any agency or instrumentality of any thereof, (c) time deposits, overnight bank deposits, certificates of deposit or bankers' acceptances (a “Deposit”) of (i) any current lender under the Senior Facilities Agreement or any affiliate thereof or (ii) any lender, bank, trust company or commercial bank having capital and surplus in excess of £250,000,000 or (iii) any lender, bank, trust company or commercial bank whose commercial paper is rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization), (d) Deposits in the ordinary course of business and consistent with past practice issued by a bank or trust company which is authorized to operate as a bank or trust company in its home jurisdiction and in the jurisdiction in which the Deposit is made provided that all Deposits made with such bank or trust company do not exceed £500,000 at any one time, (e) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's (or if at such time neither is issuing ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition, (f) investments similar to any of the foregoing denominated in currencies other than euro, pound sterling or U.S. dollars obtained in the ordinary course of business and with the highest ranking obtainable in the applicable jurisdiction, (g) bills of exchange issued in the United States, Canada, a member state of the European Union, Switzerland or Norway eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent), (h) readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Union, Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody's or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition, and (i) investment funds investing 95 per cent. of their assets in securities of the type described in clauses (a) through (h) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution). 174 “Clearstream” means Clearstream Banking, société anonyme, or any successor thereof. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Commodities Agreements” means, in respect of a Person, any commodity (including, for the avoidance of doubt, fuel and carbon credits) futures contract, forward contract, repurchase agreement, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. “Companies Act” means the Companies Act 2006 (as amended, restated or re-enacted from time to time). “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated, accrued or deferred) based on income, profits or capital, (ii) Consolidated Fixed Charges, foreign exchange differences that are treated as interest under IFRS, fair value movements on any Indebtedness or Hedging Obligations, costs related to the Transactions, non-cash interest expense in respect of Subordinated Shareholder Funding and non-cash interest relating to employee benefit plans or arrangements or post-retirement benefit arrangements, (iii) depreciation, impairment, amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs) and all other non-cash charges or non-cash losses, (iv) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by the Indenture (whether or not consummated or incurred) and (v) the amount of any minority interest expense; (v) any consulting or advisory fees and related expenses incurred in connection with any transactions relating to Exceptional Items; less (vii) all other non-cash items increasing such Consolidated Net Income for such period (other than the accrual of revenue or the reversal of a reserve for cash charges in a future period in the ordinary course of business), in each case under clauses (i) through (vii) as determined on a Consolidated basis in accordance with IFRS. “Consolidated Fixed Charge Coverage Ratio” as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA of the Parent and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Parent are available to (ii) Consolidated Fixed Charges for such four fiscal quarters (in each of the foregoing clauses (i) and (ii), determined for each fiscal quarter (or portion thereof) of the four fiscal quarters ending prior to the Issue Date, on a pro forma basis to give effect to (x) the application of IFRS and (y) the Transactions to the extent completed on or prior to such date as if it had occurred at the beginning of such four quarter period); provided that: (a) if since the beginning of such period the Parent or any Restricted Subsidiary has Incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation); (b) if since the beginning of such period the Parent or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period; (c) if since the beginning of such period the Parent or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Fixed Charges for such period shall be reduced by an amount equal to (A) the Consolidated Fixed Charges attributable to any Indebtedness of the Parent or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, 175 retired or discharged with respect to the Parent and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Fixed Charges for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale;

(d) if since the beginning of such period the Parent or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period; (e) if since the beginning of such period any Person has been designated as a Restricted Subsidiary or was merged or consolidated with or into the Parent or any Restricted Subsidiary, Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto as if such designation, merger or consolidation occurred on the first day of such period; and (f) if since the beginning of such period any Person, became a Restricted Subsidiary or was merged or consolidated with or into the Parent or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (b), (c) or (d) above if made by the Parent or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period, provided, however, the pro forma calculation of the Consolidated Fixed Charge Coverage Ratio shall not give effect to (i) any Indebtedness incurred on the date of determination pursuant to the provisions described in paragraph (b) under the caption “—Certain Covenants—Limitation on indebtedness” or (ii) the discharge on the date of determination of any Indebtedness to the extent that such discharge results from the proceeds Incurred pursuant to the provisions described in paragraph (b) under the caption “— Certain Covenants— Limitation on indebtedness.” For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Fixed Charges associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or cost reduction synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer, Group Treasurer or another responsible accounting or financial officer of the Parent. In addition, Consolidated EBITDA for any such period shall include any Consolidated EBITDA attributable to any Restricted Subsidiary that has been designated as an “asset held for sale” in accordance with IFRS and remains a Restricted Subsidiary at the end of such period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Parent or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a euro currency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Parent or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by the Chief Financial Officer, Group Treasurer or another responsible accounting or financial officer of the Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. “Consolidated Fixed Charges” means, for any period, (i) the total interest expense of the Parent and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Parent and its Restricted Subsidiaries and after taking into account the net payment or receipt paid or payable or received or receivable under any Interest Rate Agreement or Currency Agreement in respect of Indebtedness, and after excluding any foreign exchange differences that are treated as interest under IFRS and after excluding any fair value movements on any Indebtedness or Hedging Obligations for

176 such period, and after excluding any costs related to the Transactions (other than for the avoidance of doubt interest incurred on Indebtedness Incurred pursuant to the Transactions) that are classified as interest under IFRS, including without limitation any such interest expense consisting of (a) interest expense attributable to Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any other Person that has been guaranteed by the Parent or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Parent or any Restricted Subsidiary, (d) non-cash interest expense on Indebtedness (including any interest expense that was capitalized during such period), (e) the interest portion of any deferred payment obligation and (f) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Parent held by Persons other than the Parent or a Restricted Subsidiary and minus (iv) to the extent otherwise included in such interest expense referred to in clause (i) above, non-cash interest expense in respect of Subordinated Shareholder Funding, amortization or write-off of financing costs and non-cash interest relating to employee benefit plans or arrangements or post- retirement benefit arrangements, in each case under clauses (i) through (iv) as determined on a Consolidated basis in accordance with IFRS and without limiting the foregoing, taking no account of any applicable Exceptional Items. “Consolidated Net Income” means, for any period, the profit (loss) after taxes of the Parent and its Restricted Subsidiaries, determined on a consolidated basis in accordance with IFRS and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included in such Consolidated Net Income: (a) any net income (loss) of any Person if such Person is not the Parent or a Restricted Subsidiary, except that (A) the Parent's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (b) below) and (B) the Parent's equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Parent or any of its Restricted Subsidiaries in such Person; (b) any net income (loss) of any Restricted Subsidiary that is not a Guarantor or the Issuer if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Issuer by operation of the terms of such Restricted Subsidiary's charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (w) restrictions that have been waived or otherwise released, (x) restrictions pursuant to the Indenture, (y) restrictions permitted pursuant to clauses (2) and (8) of the covenant described under “—Limitations on restrictions on distributions from restricted subsidiaries” and (z) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary (including without limitation pursuant to the Senior Facilities Agreement) and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Holders than such restrictions in effect on the Issue Date), except that (A) the Parent's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the Parent or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Parent or any of its other Restricted Subsidiaries in such Restricted Subsidiary; (c) any gain or loss realized upon the sale or other disposition of any asset of the Parent or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Parent);

(d) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge and any exceptional or one off item (including fees, expenses and charges associated with any restructuring, redundancy or the Transactions and any acquisition, merger or consolidation after the Issue Date, in each case, as determined in good faith by the Parent); (e) the cumulative effect of a change in accounting principles; (f) all deferred financing costs and unamortized arrangement fees written off and premiums paid in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or foregiveness of Indebtedness; (g) any unrealized gains or losses in respect of Hedging Obligations and the fair value measurements under IAS39, which relate to forward points component of foreign exchange contracts, the time value 177 component of option contracts, and/or any other hedge ineffectiveness, in each case as applied in accordance with IAS39; (h) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards; and (i) any property, plant and equipment, goodwill or other intangible asset impairment charge, amortization or write-off (the items referred to in clauses (c) to (i) hereof are collectively referred to as “Exceptional Items”). Notwithstanding the foregoing, for the purpose of clause (a)(3)(A) of the covenant described under “— Certain Covenants—Limitation on restricted payments” only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Parent or a Restricted Subsidiary to the extent such dividends, repayments or transfers are applied by the Parent to increase the amount of Restricted Payments permitted under clauses (a)(3)(C) or (D) of the covenant described under “—Certain Covenants—Limitation on restricted payments.” For purposes of the covenants described under “—Certain Covenants—Limitation on indebtedness” and “—Certain Covenants—Limitation on restricted payments,” any and all interest accrued on Subordinated Shareholder Funding but not paid in cash or other property (excluding Capital Stock (other than Disqualified Stock) and additional Subordinated Shareholder Funding), shall not be deducted in calculating Consolidated Net Income. “Consolidation” means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Parent in accordance with IFRS; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Parent or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning. “Credit Facilities” means, with respect to the Parent or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including the Senior Facilities Agreement, commercial paper facilities, overdraft facilities or arrangements designated by the Parent, in each case) with one or more banks or other lenders or institutions or investors providing for revolving credit loans, notes, term loans, receivables financings (including, without limitation, through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or the creation of any Liens in respect of such receivables in favor of such institutions), letters of credit, bonding facilities, or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, novated, restated, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise); provided that any such facilities, indentures or other arrangements or instruments shall not constitute Credit Facilities unless they constitute or are in respect of Indebtedness of the Parent or any of its Subsidiaries. Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. “Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. “Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of Default under the Indenture. “Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Parent or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation. “Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors shall not be deemed to have such a financial interest by reason of such member's holding Capital Stock of the Parent, any Capital Stock or other debt or

178 equity securities of any entity formed for the purpose of investing in Capital Stock of the Parent, or any options, warrants or other rights in respect of any of the foregoing. “Disqualified Stock” means, with respect to any Person, any Capital Stock (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition), in whole or in part, in each case on or prior to the six month anniversary of the final Stated Maturity of the Notes, provided that Capital Stock issues to any employee benefit plan, or by any such plan to any employees of the Parent or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory obligations. “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchange for, Capital Stock). “Equity Offering” means (x) a sale of Capital Stock of the Parent (other than Disqualified Stock) or (y) the sale of Capital Stock or other securities, the proceeds of which are contributed to the equity of, or as Subordinated Shareholder Funding to, the Parent or any of its Restricted Subsidiaries. “Euro Equivalent” means, with respect to any monetary amount in a currency other than euro, at any time of determination thereof by the Parent or the Trustee, the amount of euro obtained by converting such currency other than euro involved in such computation into euro at the spot rate for the purchase of euro with the applicable currency other than euro as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Parent) on and for the date of such determination. “Euroclear” means Euroclear Bank SA/NV or any successor thereof. “European Government Obligations” means direct obligations of, or obligations guaranteed by, a member state of the European Union, and the payment for which such member state of the European Union pledges its full faith and credit. “European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Disposal” means the disposition (as such term is used in the definition of Asset Disposition) of (a) all or part of The Airline Group Limited and its subsidiaries and (b) all or part of White Horse Insurance Ireland Limited and its subsidiaries (in each case, including any disposition by means of a merger, consolidation or similar transaction). “Existing Intercreditor Agreement” means the Intercreditor Agreement dated 10 May 2012 between, among others, Thomas Cook Group plc and certain of its subsidiaries, each as debtor, Bayern LB, as syndication agent and The Royal Bank of Scotland plc, as intercreditor agent. “Existing Notes” means (x) the £300,000,000 7.75% guaranteed notes due 2017 issued by the Parent pursuant to the trust deed dated April 22, 2010, (y) the 2015 Notes issued by the Parent pursuant to the trust deed dated April 22, 2010 and (z) the €525,000,000 7.75% Senior Notes due 2020 issued by the Issuer pursuant to an indenture dated June 4, 2013, in each case, as amended or supplemented from time to time. “Fair Market Value” means, with respect to any asset or property, the fair market value of such asset or property as determined in good faith by the Board of Directors, whose determination will be conclusive. “Fitch” means Fitch, Inc. and its successors. “guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning. “Guarantor” means the Initial Guarantors and any Restricted Subsidiary that subsequently becomes a Guarantor in accordance with the terms of the Indenture, in each case, together with their respective

179 successors and assigns; provided that upon the release or discharge of any such Person from its Note Guarantee in accordance with the Indenture, such Person shall cease to be a Guarantor. “Hedging Intercreditor Agreement” means the Existing Intercreditor Agreement, as amended, restated, renewed, replaced, restructured or otherwise modified in whole or in part from time to time. Without limiting the generality of the foregoing, the term “Hedging Intercreditor Agreement” shall include any agreement altering the terms and conditions thereof. “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement. “Holder” means each Person in whose name the Notes are registered on the Registrar's books. “IFRS” means generally accepted accounting principles in accordance with International Financial Reporting Standards as in effect on the date of the Indenture (for purposes of the definitions of the terms “Consolidated Fixed Charge Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Fixed Charges”, “Consolidated Net Income” and all defined terms in the Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions) and as in effect from time to time (for all other purposes of the Indenture). “Incur” means issue, assume, enter into any guarantee of, incur or otherwise become liable for and the terms “Incurs”, “Incurred” and “Incurrence” shall have a correlative meaning; provided, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof. “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (a) the principal of indebtedness of such Person for borrowed money;

(b) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all reimbursement obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers' acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence), in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness; (d) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), where the deferred payment is arranged primarily as a means of raising finance, which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; (e) all Capitalized Lease Obligations of such Person; (f) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Parent other than a Guarantor or the Issuer) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by the Board of Directors or the board of directors or other governing body of the issuer of such Capital Stock); (g) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the Parent) and (B) the amount of such Indebtedness of such other Persons;

180 (h) all guarantees by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person; and (i) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time). The term “Indebtedness” shall not include Subordinated Shareholder Funding, obligations that are classified and accounted for as an operating lease arrangement for financial reporting purposes in accordance with IFRS as in effect on the Issue Date, any “parallel debt” obligations created in connection with a Lien created to secure indebtedness permitted to be incurred under the Indenture, any prepayments of deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit or other regulatory or governmental approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business. For the avoidance of doubt and notwithstanding the above, the term “Indebtedness” excludes any accrued expenses and trade payables. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in the Indenture, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with IFRS. Notwithstanding the above provisions, in no event shall the following constitute Indebtedness: (i) contingent obligations Incurred in the ordinary course of business and accrued liabilities Incurred in the ordinary course of business that are not more than 90 days past due; (ii) in connection with the purchase by the Parent or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that if, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter; (iii) for the avoidance of doubt, any obligations in respect of workers' compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or (iv) liabilities in respect of obligations related to standby letters of credit, performance guarantees, warranty guarantees, advanced payment guarantees, bid guarantees or bonds or surety bonds, other bonding requirements and similar facilities (including those issued to governmental entities in connection with self-insurance under applicable workers' compensation statutes or in connection with the maintenance of, or pursuant to the requirements of airline, travel, environmental or other permits or licenses from governmental authorities or in connection with European Directive 90/314/EEC) provided by or at the request of the Parent or any Restricted Subsidiary in the ordinary course of business to the extent such letters of credit, guarantees or bonds are not drawn or, if and to the extent drawn upon are honored in accordance with their terms and if, to be reimbursed, are reimbursed no later than 60 days following receipt by such Person of a demand for such reimbursement following payment on the letter of credit, guarantee or bond; provided that if such amounts due are not reimbursed on or prior to 60 days following receipt by such Person of a demand for such reimbursement, then such amounts shall become Indebtedness incurred on the date that such amounts become due. “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is party or a beneficiary. “Investment” in any Person by any other Person means any direct or indirect advance, loan or other extension of credit or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to (other than to customers, dealers, airports, concessionaires, hoteliers, licensees, franchisees, agents, suppliers, tour operators, directors, officers or employees of any Person in the ordinary course of business), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain Covenants—Limitation on restricted payments” only, (i) “Investment” shall include the portion (proportionate to the Parent's equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Parent's “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Parent's equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair 181 Market Value at the time of such transfer. Note Guarantees shall not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Parent's option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided, that to the extent that the amount of Restricted Payments outstanding at any time pursuant to paragraph (a) of the covenant described under “— Certain Covenants—Limitation on restricted payments” is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to paragraph (a) of the covenant described under “—Certain Covenants—Limitation on restricted payments”. “Investment Grade Status” shall occur when the Notes receive both of the following: (1) a rating of “BBB-” or higher from S&P; and (2) a rating of “BBB-” or higher from Fitch; or the equivalent of such rating by either such rating organization or, if no rating of Fitch or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization. “Issue Date” means the date on which the Notes are first issued under the Indenture.

“Issuer” means Thomas Cook Finance plc, a public limited company incorporated in England and Wales with registered number 6406717, and any successor in interest thereto. “Item of Aircraft” means, from time to time, any aircraft, any airframe, any aircraft engine and all parts, components, appliances, accessories, instruments and other items of equipment installed in or attached to (or designed to be installed in or attached to) such airframe, the aircraft engine, any items of aircraft or any aircraft engine equipment (together with any manuals and technical records) including, for the avoidance of doubt and without limitation, any of the above in the course of manufacture. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or lease in the nature thereof). “Listing Rules” means the listing rules as published by the UK Listing Authority pursuant to their authority under part VI of the Financial Services and Market Act 2000 as amended. “Management Advances” means (1) loans or advances made to directors, officers or employees of the Parent or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding £5.0 million in the aggregate outstanding at any time, (2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors or (3) Management Guarantees. “Management Guarantees” means guarantees made on behalf of, or in respect of loans or advances made to, directors, officers or employees of the Parent or any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business, or (2) in connection with their purchase of Management Stock or otherwise in the ordinary course of business and (in the case of this clause (2)) not exceeding £5.0 million in the aggregate outstanding at any time. “Management Investors” means the officers, directors, employees and other members of the management of the Parent or any of their respective Subsidiaries, or family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors or legal representatives who, at any date, beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Parent or Equity Interests or other debt or equity securities of any entity formed for the purpose of investing in Equity Interests of the Parent. “Management Stock” means Capital Stock of the Parent (including any options, warrants or other rights in respect thereof) or Capital Stock of any entity formed for the purpose of investing in Capital Stock of the Parent held directly or indirectly by any of the Management Investors. “Moody's” means Moody's Investors Service, Inc., and its successors. “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act. “Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or instalment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, 182 and all Taxes required to be paid or to be accrued as a liability under IFRS, as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with the covenant described under “—Certain Covenants—Limitation on sales of assets and subsidiary stock”), (ii) all payments made, and all installment payments required to be made, on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Parent or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition and (iii) any liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained, indemnified or insured by the Parent or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition. “Net Cash Proceeds”, with respect to any issuance or sale of any securities of the Parent or any Subsidiary by the Parent or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale or contribution net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale or contribution and net of Taxes (other than value added Taxes) paid or payable as a result thereof (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Note Guarantee” means any guarantee of the obligations of the Issuer under the Indenture and the Notes by any Person in accordance with the provisions of the Indenture. “Notes” means the Issuer's 6.75% Senior Notes due 2021. “Obligations” means, with respect to any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof. “Officer” means (a) with respect to the Parent, the Issuer or any other obligor of the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Treasurer or any Secretary or Assistant Secretary (i) of such Person or (ii) if such Person is owned or managed by a single entity, of such entity, or (b) any other individual designated as an “Officer” for the purposes of the Indenture by the Board of Directors of the Issuer. “Officer's Certificate” means, with respect to the Parent, the Issuer or any other obligor upon the Notes, a certificate signed by one Officer of such Person. “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Parent or any of its Subsidiaries. “Parent” means Thomas Cook Group plc, a limited liability company incorporated in England and Wales with registered number 6091951, and any successor in interest thereto. “Permitted Investment” means an Investment by the Parent or any Restricted Subsidiary in, or consisting of, any of the following: (a) (i) a Restricted Subsidiary or the Parent, or (ii) a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary); (b) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Parent or a Restricted Subsidiary (and, in each case, any Investment held by such Person that was not acquired by such Person in contemplation of such merger, consolidation or transfer); (c) Cash Equivalents; (d) receivables owing to the Parent or any Restricted Subsidiary, if created or acquired in the ordinary course of business; (e) any securities or other Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with the covenant described under “— Certain Covenants—Limitation on sales of assets and subsidiary stock”;

183 (f) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Parent or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; (g) Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date; (h) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with the covenant described under “— Certain Covenants—Limitation on indebtedness”; (i) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant described under “—Certain Covenants—Limitation on liens”; (j) bonds secured by assets leased to and operated by the Parent or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Parent or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, cancelling such bonds and terminating the transaction; (k) the Notes or other Indebtedness of the Parent or any Restricted Subsidiary; (l) any Investment to the extent made using Capital Stock of the Parent (other than Disqualified Stock) or Subordinated Shareholder Funding, as consideration; (m) Management Advances; (n) other Investments in an aggregate amount outstanding at any time not to exceed the greater of £100.0 million; (o) Investments consisting of purchases and acquisitions of inventory, supplies, materials, equipment and Items of Aircraft or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with the Indenture; (p) guarantees, keepwells and similar arrangements not prohibited by the covenant described under “— Certain Covenants—Limitation on indebtedness”; and (q) any transaction to the extent constituting an Investment that is permitted and made in accordance with paragraph (b) of the covenant described under “—Certain Covenants—Limitation on affiliate transactions”. “Permitted Liens” means: (a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Parent and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Parent or a Subsidiary thereof, as the case may be, in accordance with IFRS; (b) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings; (c) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; (d) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Parent and its Subsidiaries, taken as a whole;

(e) Liens existing on, or provided for under written arrangements existing on, the Issue Date after giving effect to the Transactions, or (in the case of any such Liens securing Indebtedness of the Parent or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus 184 improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness (which may include Indebtedness under one or more separate agreements or instruments); (f) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Parent or any Restricted Subsidiary of the Parent has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property; (g) Liens arising out of judgments, decrees, orders or awards in respect of which the Parent or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired; (h) leases, subleases, or sublicenses to third parties in the ordinary course of business; (i) Liens securing Indebtedness (including Liens securing Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with clauses (vii) or (viii)(A) of paragraph (b) of the covenant described under “—Certain Covenants—Limitation on indebtedness,” or (2) the Notes or Note Guarantees; in each case including Liens securing any guarantee of any thereof; (j) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Parent (or at the time the Parent or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the Parent or any Restricted Subsidiary); provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided further, that for purposes of this clause (j), if a Person other than the Parent is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Parent, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Parent or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (k) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (l) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (m) Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including, but not limited to, repairers, airport, navigation or maritime liens, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on Receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities pre-fund the payment of principal and/or interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) in favor of the Parent or any Subsidiary (other than Liens on property or assets of the Parent in favor of any Subsidiary that is not a Guarantor or the Issuer), (6) arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (7) on inventory or goods and proceeds securing obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods, (8) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business or (9) on bank accounts or cash management arrangements entered in the ordinary course of banking and on Dutch bank accounts arising pursuant to Dutch general banking conditions; (n) other Liens securing Indebtedness (including Liens existing on the Issue Date, after giving effect to the Transactions, securing Indebtedness which remains outstanding at the date of calculation (or securing any Refinancing Indebtedness in respect of such Indebtedness)), which does not exceed £650.0 million at any time outstanding, less the amount of Indebtedness incurred under paragraph (c) of the covenant described under “—Certain Covenants—Limitation on indebtedness” provided that any amount included in this calculation shall be counted only once, whether or not it is incurred under this paragraph (n) or pursuant to paragraph (c) of the covenant described under “—Certain Covenants— Limitation on indebtedness.”; 185 (o) Liens, other than in respect of Indebtedness, over (1) any lease, sublease or similar agreement in respect of any Item of Aircraft, (2) the right to receive any amounts payable to the Parent or a Subsidiary under any lease, sublease or similar agreement in respect of any Item of Aircraft, (3) any Item of Aircraft, (4) any purchase agreement in respect of any Item of Aircraft, (5) any asset value guarantee, indemnity, option, or analogous arrangement in favor of the Parent or a Subsidiary in respect of any Item of Aircraft, (6) any manufacturer warranty rights, support arrangements, service life policies, performance guarantees or patent indemnities in respect of any Item of Aircraft or (7) insurance policies and/or insurance proceeds effected in relation to any Item of Aircraft or the use or operation thereof, in each case, where such Lien is created in favor of the manufacturer, seller, supplier, repairer, owner, lessor or financier of such Item of Aircraft; (p) Liens over Items of Aircraft or other aircraft related assets used for pooling arrangements in the ordinary course of trading of the Parent or Restricted Subsidiary granting such Lien; (q) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness; (r) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets; (s) Liens (1) over cash deposits (y) in accounts into which payments in relation to any lease, charter, loan or analogous arrangements, in relation to Items of Aircraft are made where such cash deposits represent amounts of such payments, or (x) securing the interests of customers which have paid moneys into such cash deposit account subject (expressly or impliedly) to any escrow, trust or similar arrangement or (2) on cash collateral deposited in favor of any regulatory or governmental body or agency due to a legal or regulatory requirement; (t) Liens created on or subsisting over any asset held in Euroclear Bank SA/NV as operator of the Euroclear system, Clearstream Banking, société anonyme or any other securities depository or any clearing house pursuant to the standard terms and procedures of the relevant clearing house applicable in the normal course of trading where such asset is held for the investment purposes of the Parent or a Restricted Subsidiary; (u) Liens on assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that is not a Guarantor; and (v) any amendment, modification, extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (u); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under the original Lien arose, could secure) the Indebtedness being refinanced. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. “Preferred Stock” as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Public Debt” means any Indebtedness, consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors whether or not it is underwritten for resale in accordance with Rule 144A or Regulation S under the Securities Act and whether or not it includes registration rights entitling holders of such debt securities to registration thereof with the SEC for public resale. “Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. “Rating Agencies” is defined to mean (1) S&P, (2) Fitch and (3) if S&P or Fitch shall not make a rating of the Notes available, a Nationally Recognized Statistical Rating Organization, as the case may be, selected by the Parent, which shall be substituted for S&P, Fitch or any of these, as the case may be. “Receivable” means a right to receive payment arising from a sale or lease of goods or services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, as determined in accordance with IFRS. 186 “refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in the Indenture shall have a correlative meaning. “Refinancing Indebtedness” means Indebtedness that is Incurred to refinance any Indebtedness existing on the date of the Indenture or Incurred in compliance with the Indenture (including Indebtedness of the Parent or the Issuer that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in the Indenture) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary or the Parent or the Issuer) including Indebtedness that refinances Refinancing Indebtedness; provided that (1) such Refinancing Indebtedness has (x) a final Stated Maturity that is either (A) no earlier than the final Stated Maturity of the Indebtedness being refinanced or (B) after the final Stated Maturity of the Notes and (y) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced, which may include Indebtedness under one or more separate agreements or instruments that will be refinanced with a single agreement or instrument, plus (y) fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness and (3) if the Indebtedness being refinanced is expressly, contractually, subordinated in right of payment to the Notes or any Note Guarantee, as the case may be, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Note Guarantee, as the case may be, as those contained in the documentation governing the Indebtedness being refinanced. “Related Business” means those businesses, services or activities in which the Parent or any of its Subsidiaries is engaged on the date of the Indenture, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Parent or any Restricted Subsidiary. “Restricted Payment Transaction” means any Restricted Payment permitted pursuant to the covenant described under “—Certain Covenants—Limitation on restricted payments,” any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition). “Restricted Subsidiary” means any Subsidiary of the Parent (other than an Unrestricted Subsidiary) which, for the avoidance of doubt and unless the context otherwise requires, shall include the Issuer.

“Reversion Date” means, after the Notes have achieved Investment Grade Status, the date, if any, that such Notes shall cease to have such Investment Grade Status. “Rights Offering” means, the offer commencing on May 16, 2016, by way of rights to shareholders of the Parent and the institutional and other investors participating in the Placing to subscribe for new ordinary shares in the Parent. The “Placing” means the placing of new ordinary shares in the Parent to certain institutional and other investors. “S&P” means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., and its successors. “SEC” means the U.S. Securities and Exchange Commission. “Securities Act” means the U.S. Securities Act of 1933, as amended. “Senior Facilities Agreement” means the senior facilities agreement dated May 16, 2013 between, among others, Thomas Cook Group plc and certain of its subsidiaries, each as an obligor, the financial institutions listed therein, as lenders, and Lloyds Bank plc as facility agent, as amended, restated, renewed, refunded, restructured, refinanced, repaid, increased or extended in whole or in part from time to time. Without limiting the generality of the foregoing, the term “Senior Facilities Agreement” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Parent as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. “Senior Indebtedness” means, with respect to the Issuer or any Guarantor, any Indebtedness of such Person and its Restricted Subsidiaries that is not Subordinated Obligations. “Significant Subsidiary” means any Restricted Subsidiary that meets any of the following conditions: 187 (a) the Parent's and its Restricted Subsidiaries' investments in and advances to the Restricted Subsidiary exceed 10 per cent. of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; (b) the Parent's and its Restricted Subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10 per cent. of the total assets of the Parent and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or (c) the Parent's and its Restricted Subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the Restricted Subsidiary exceeds 10 per cent. of such income of the Parent and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year. “Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency). “Subordinated Obligations” means any Indebtedness of the Issuer or any Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly contractually subordinated in right of payment to Indebtedness under the Notes or a Note Guarantee, as the case may be. “Subordinated Shareholder Funding” means, collectively, any funds provided to the Parent by any Affiliate of the Parent, in exchange for or pursuant to any security, instrument or agreement (other than Equity Interests), together with any such security, instrument or agreement and any other security or instrument (other than Equity Interests) issued in payment of any obligation under any Subordinated Shareholder Funding, provided that such Subordinated Shareholder Funding: (i) does not mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Capital Stock (other than Disqualified Stock) or for any other security or instrument meeting the requirements of this definition), (ii) does not require the payment of cash interest prior to the first anniversary of the maturity of the Notes, (iii) does not accelerate and has no right to declare a default or event of default or take any enforcement action, in each case prior to the first anniversary of the maturity of the Notes, (iv) is not secured by any asset of the Parent or a Restricted Subsidiary or guaranteed by the Parent or any Restricted Subsidiary, (v) does not restrict the payment of amounts due in respect of the Notes or compliance with the Notes or the Indenture, (vi) does not contain any covenant that requires the maintenance of financial ratios, or includes tests, in each case relating to the financial performance or condition of the Parent, and (vii) is subordinated in right of payment to the prior payment in full of the Notes in the event of any Default, dissolution, reorganization, liquidation, winding up or analogous proceeding taken in any jurisdiction in relation to the Parent. “Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50 per cent. of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Parent. “Successor Company” has the meaning assigned thereto in clause (a)(i) under “—Certain Covenants—Merger and consolidation.” “Successor Parent” with respect to any Person means any other Person with more than 50 per cent. of the total voting power of the Voting Stock of which is, at the time the first Person becomes a Subsidiary of such other Person, “beneficially owned” (as defined below) by one or more Persons that “beneficially owned” (as defined below) more than 50 per cent. of the total voting power of the Voting Stock of the first Person immediately prior to the first Person becoming a Subsidiary of such other Person. For purposes hereof, “beneficially own” has the meaning correlative to the term “beneficial owner”, as such term is defined in Rules 13d-3 and 13d-5 under the US Exchange Act (as in effect on the Issue Date). “Taxes” means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority. “TCCT Shareholder Agreement” means the shareholder agreement dated October 29, 2010, as amended on March 17, 2011 and as amended, novated and restated on September 28, 2011, between Thomas Cook Retail Limited, the TCCT Shareholders, TCCT Holdings UK Limited and the Parent, as amended, modified, supplemented or restated, from time to time.

188 “TCCT Shareholders” means Central England Co-Operative Limited (formerly known as, Midlands Co- operative Society Limited) and Co-Operative Specialist Business Limited, and their respective successors, transferees and assigns. “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. “Transaction Costs” means all costs, fees and expenses (and taxes thereon) and all capital, stamp, documentary, registration or other taxes incurred by or on behalf of the Parent or any of its subsidiaries in connection with the Transactions. “Transactions” means, collectively, any or all of the following: (a) the entry into the Indenture and the issuance of the Notes; (b) the application of the proceeds of the Notes as described in this Offering Memorandum under the caption “Use of Proceeds”; and (c) the carrying out of the transactions contemplated by or related to any of the foregoing (including, without limitation, payment of fees and expenses related to any of the foregoing, including without limitation Transaction Costs). “Trustee” means Wilmington Trust, National Association, or such successor Trustee as may be appointed under the Indenture. “Unrestricted Subsidiary” means (i) any Subsidiary of the Parent that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Parent (including any newly acquired or newly formed Subsidiary of the Parent) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Parent or any other Restricted Subsidiary of the Parent that is not a Subsidiary of the Subsidiary to be so designated; provided that (A) the Subsidiary to be so designated has total consolidated assets of £1,000 or less, (B) except as permitted by the covenant described above under the caption “—Certain Covenants—Limitation on transactions with affiliates,” such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent, and (C) such Subsidiary is a Person with respect to which neither the Parent nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (x) the Parent could Incur at least £1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “—Certain Covenants—Limitation on indebtedness” or (y) the Consolidated Fixed Charge Coverage Ratio would be greater than it was immediately prior to giving effect to such designation. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Parent's Board of Directors giving effect to such designation and an Officer's Certificate of the Parent certifying that such designation complied with the foregoing provisions. “Voting Stock” of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amounts of such Indebtedness.

189

BOOK-ENTRY, DELIVERY AND FORM

General Notes sold to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act will initially be represented by a global note in registered form without interest coupons attached (the “Rule 144A Global Note”). Notes sold to non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act will initially be represented by a global note in registered form without interest coupons attached (the “Regulation S Global Note” and, together with the Rule 144A Global Note, the “Global Notes”). The Global Notes will be deposited, on the Issue Date, with a common depositary and registered in the name of the nominee of the common depositary for the account of Euroclear and Clearstream. Ownership of interests in the Rule 144A Global Note (“Rule 144A Book-Entry Interests”) and ownership of interests in the Regulation S Global Note (the “Regulation S Book-Entry Interests” and, together with the Rule 144A Book-Entry Interests, the “Book-Entry Interests”) will be limited to persons that have accounts with Euroclear and/or Clearstream or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers' securities accounts in their respective names on the books of their respective depositories. Except under the limited circumstances described below, Book-Entry Interests will not be issued in definitive form. Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream and their participants. The laws of some jurisdictions, including certain states of the United States, may require that certain purchasers of securities take physical delivery of those securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, while the Notes are in global form, holders of Book-Entry Interests will not be considered the owners or “holders” of Notes for any purpose. So long as the Notes are held in global form, the common depository for Euroclear and/or Clearstream (or its nominee), as applicable, will be considered the sole holders of the Global Notes for all purposes under the Indenture. In addition, participants must rely on the procedures of Euroclear and Clearstream, and indirect participants must rely on the procedures of Euroclear and Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders of Notes under the Indenture. Neither we, the Trustee, the Paying Agent, the Transfer Agent nor the Registrar will have any responsibility, or be liable, for any aspect of the records relating to the Book-Entry Interests.

Definitive Registered Notes Under the terms of the Indenture, owners of the Book-Entry Interests will receive definitive registered notes: (1) if Euroclear or Clearstream notifies us that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days; or (2) if the owner of a Book-Entry Interest requests such exchange in writing delivered through Euroclear or Clearstream following an Event of Default under the Indenture and enforcement action is being taken in respect thereof under the Indenture. Euroclear and Clearstream have advised us that upon request by an owner of a Book-Entry Interest described in the immediately preceding clause (2), their current procedure is to request that we issue or cause to be issued Notes in definitive registered form to all owners of Book-Entry Interests. In such an event, the Registrar will issue definitive registered notes, registered in the name or names and issued in any approved denominations, requested by or on behalf of Euroclear, Clearstream or us, as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests), and such Definitive Registered Notes will bear the restrictive legend as provided in the Indenture, unless that legend is not required by the Indenture or applicable law. To the extent permitted by law, we, the Trustee, the Paying Agent, the Transfer Agent and the Registrar shall be entitled to treat the registered holder of any Global Note as the absolute owner thereof and no person will be liable for treating the registered holder as such. Ownership of the Global Notes will be evidenced through registration from time to time at the registered office of the Issuer, and such registration is a means of evidencing title to the Notes.

190 We will not impose any fees or other charges in respect of the Notes; however, owners of the Book- Entry Interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and Clearstream.

Redemption of the Global Notes In the event that any Global Note (or any portion thereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the Book-Entry Interests in such Global Note from the amount received by them in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by Euroclear and Clearstream, as applicable, in connection with the redemption of such Global Note (or any portion thereof). We understand that, under the existing practices of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their participants' accounts on a proportionate basis (with adjustments to prevent fractions), by lot or on such other basis as they deem fair and appropriate, provided, however, that no Book-Entry Interest of less than €100,000 principal amount may be redeemed in part.

Payments on Global Notes We will make payments of any amounts owing in respect of the Global Notes (including principal, premium, if any, interest and additional amounts, if any) to the Paying Agent which will forward such payment to Euroclear and Clearstream. Euroclear and Clearstream will distribute such payments to participants in accordance with their customary procedures. We will make payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, except as may be required by law and as described under “Description of Notes—Additional Amounts”. If any such deduction or withholding is required to be made, then, to the extent described under “Description of Notes—Additional Amounts” above, we will pay additional amounts as may be necessary in order for the net amounts received by any holder of the Global Notes or owner of Book-Entry Interests after such deduction or withholding to equal the net amounts that such holder or owner would have otherwise received in respect of such Global Note or Book-Entry Interest, as the case may be, absent such withholding or deduction. We expect that standing customer instructions and customary practices will govern payments by participants to owners of Book-Entry Interests held through such participants. Under the terms of the Indenture, we, the Trustee and its respective agents will treat the registered holders of the Global Notes (i.e., the common depository for Euroclear or Clearstream (or its respective nominee)) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of us, the trustee or any of its agents has or will have any responsibility or liability for: • any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest or for maintaining, supervising or reviewing the records of Euroclear or Clearstream or any participant or indirect participant relating to, or payments made on account of, a Book-Entry Interest; • Euroclear, Clearstream or any participant or indirect participant; or • the records of the common depositary.

Currency of Payment for the Global Notes The principal of, premium, if any, and interest on, and all other amounts payable in respect of, the Global Notes will be paid to holders of interests to such Notes through Euroclear or Clearstream in euro.

Action by Owners of Book-Entry Interests Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described above) only at the direction of one or more participants to whose account the Book-Entry Interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Notes. However, if there is an Event of Default under the Notes, Euroclear and Clearstream, at the request of the holders of the Notes, reserve the right to exchange the Global Notes for definitive registered Notes in certificated form (the “Definitive Registered Notes”), and to distribute such Definitive Registered Notes to their participants.

Transfers Transfers between participants in Euroclear or Clearstream will be effected in accordance with Euroclear and Clearstream's rules and will be settled in immediately available funds. If a holder of Notes requires physical delivery of Definitive Registered Notes for any reason, including to sell Notes to persons in 191 states which require physical delivery of such securities or to pledge such securities, such holder of Notes must transfer its interests in the Global Notes in accordance with the normal procedures of Euroclear and Clearstream and in accordance with the procedures set forth in the Indenture. The Global Notes will bear a legend to the effect set forth under “Notice to Investors”. Book-Entry Interests in the Global Notes will be subject to the restrictions on transfers and certification requirements discussed under “Notice to Investors”. Transfers of Rule 144A Book-Entry Interests to persons wishing to take delivery of Rule 144A Book- Entry Interests will at all times be subject to such transfer restrictions. Rule 144A Book-Entry Interests may be transferred to a person who takes delivery in the form of a Regulation S Book-Entry Interest only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S or Rule 144 under the U.S. Securities Act or any other exemption (if available under the U.S. Securities Act). Regulation S Book-Entry Interests may be transferred to a person who takes delivery in the form of a Rule 144A Book-Entry Interest only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made to a person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “Notice to Investors” and in accordance with any applicable securities laws of any other jurisdiction. In connection with transfers involving an exchange of a Regulation S Book-Entry Interest for a Rule 144A Book-Entry Interest, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note. Definitive Registered Notes may be transferred and exchanged for Book-Entry Interests in a Global Note only as described in the Indenture and, if required, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. Please see “Notice to Investors”. Any Book-Entry Interest in one of the Global Notes that is transferred to a person who takes delivery in the form of a Book-Entry Interest in any other Global Note will, upon transfer, cease to be a Book-Entry Interest in the first mentioned Global Note and become a Book-Entry Interest in such other Global Note, and accordingly will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in such other Global Note for as long as it remains such a Book-Entry Interest.

Information Concerning Euroclear and Clearstream All Book-Entry Interests will be subject to the operations and procedures of Euroclear and Clearstream, as applicable. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of the settlement system are controlled by the settlement system and may be changed at any time. Neither we, the Trustee, the Paying Agent, the Transfer Agent, the Registrar nor the Initial Purchasers are responsible for those operations or procedures.

We understand as follows with respect to Euroclear and Clearstream: Euroclear and Clearstream hold securities for participating organisations. They facilitate the clearance and settlement of securities transactions between their participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organisations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly. Because Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of an owner of a beneficial interest to pledge such interest to persons or entities that do not participate in the Euroclear and/or Clearstream system, or otherwise take actions in respect of such interest, may be limited by the lack of a definitive certificate for that interest. The laws of some jurisdictions require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests to such persons may be limited. In addition, owners of beneficial interests through the Euroclear or Clearstream systems will receive distributions attributable to the 144A Global Notes only through Euroclear or Clearstream participants.

192 Global Clearance and Settlement Under the Book-Entry System The Notes represented by the Global Notes are expected to be listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market union is the exchange regulated market of the Irish Stock Exchange, the Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Transfers of interests in the Global Notes between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective system's rules and operating procedures. Although Euroclear and Clearstream currently follow the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants in Euroclear or Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued or modified at any time. None of us, any guarantor, the Trustee or the Paying Agent will have any responsibility for the performance by Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Initial Settlement Initial settlement for the Notes will be made in euro. Book-Entry Interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional bonds in registered form. Book-Entry Interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value of the settlement date.

Secondary Market Trading The Book-Entry Interests will trade through participants of Euroclear and Clearstream and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading of any Book-Entry Interests where both the purchaser's and the seller's accounts are located to ensure that settlement can be made on the desired value date.

193

CERTAIN TAX CONSIDERATIONS

Certain United States Federal Income Tax Considerations The following discussion is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes, but does not purport to be a complete analysis of all potential tax effects. The summary is limited to consequences relevant to a U.S. holder (as defined below), except for discussions on FATCA, and does not address the effects of any U.S. federal tax laws other than U.S. federal income tax laws (such as estate and gift tax laws) or any state, local or non-U.S. tax laws. This discussion is based upon the Code, Treasury regulations issued thereunder, and judicial and administrative interpretations thereof, each as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. No rulings from the U.S. Internal Revenue Service (“IRS”) have been or are expected to be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Notes or that any such position would not be sustained. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances, including the impact of the unearned income Medicare contribution tax, or to holders subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt entities, regulated investment companies, real estate investment trusts, partnerships or other pass through entities and investors in such entities, persons liable for alternative minimum tax, U.S. holders that hold the Note through non-U.S. brokers or other non- U.S. intermediaries and persons holding the Notes as part of a “straddle”, “hedge”, “conversion transaction” or other integrated transaction. In addition, this discussion is limited to persons who purchase the Notes for cash at original issue and at their “issue price” (i.e., the first price at which a substantial amount of the Notes is sold to the public for cash, excluding to bond houses, brokers or similar persons or organisations acting in the capacity of underwriters, placement agents or wholesalers) and who hold the Notes as capital assets within the meaning of section 1221 of the Code. For purposes of this discussion, a “U.S. holder” is a beneficial owner of a Note that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation or any entity taxable as a corporation for U.S. federal income tax purposes created or organised in the United States or under the laws of the United States or of any political subdivision thereof; (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or if a valid election is in place to treat the trust as a U.S. person. If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the U.S. tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partnership considering an investment in the Notes, and partners in such a partnership, should consult their tax advisors regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes. Prospective purchasers of the Notes should consult their tax advisors concerning the tax consequences of holding Notes in light of their particular circumstances, including the application of the U.S. federal income tax considerations discussed below, as well as the application of other federal, state, local, foreign or other tax laws.

Payments of Qualified Stated Interest Payments of qualified stated interest on the Notes (including any Additional Amounts paid in respect of withholding taxes and without reduction for any amounts withheld) generally will be taxable to a U.S. holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. holder's method of accounting for U.S. federal income tax purposes. Qualified stated interest generally means stated interest that is unconditionally payable in cash or in property (other than debt instruments of the issuer) at least annually at a single fixed rate. The stated interest on the Notes will qualify as “qualified stated interest.”

A U.S. holder that uses the cash method of accounting for U.S. federal income tax purposes and that receives a payment of qualified stated interest on the Notes will be required to include in income (as ordinary income) the U.S. dollar value of the euro interest payment (determined based on the spot rate of exchange on the date such payment is received) regardless of whether the payment is in fact converted to U.S. dollars at such time. A cash method U.S. holder will not recognise foreign currency exchange gain or loss with

194 respect to the receipt of such qualified stated interest, but may have exchange gain or loss attributable to the actual disposition of the euros so received. A U.S. holder that uses the accrual method of accounting for U.S. federal income tax purposes will be required to include in income (as ordinary income) the U.S. dollar value of the amount of qualified stated interest income in euros that has accrued with respect to the Notes during an accrual period. The U.S. dollar value of such euro-denominated accrued qualified stated interest will be determined by translating such amount at the average spot rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average spot rate of exchange for the partial period within each taxable year. An accrual basis U.S. holder may elect, however, to translate such accrued qualified stated interest income into U.S. dollars using the spot rate of exchange on the last day of the interest accrual period or, with respect to an accrual period that spans two taxable years, using the spot rate of exchange on the last day of the taxable year. Alternatively, if the last day of an accrual period is within five business days of the date of receipt of the accrued stated interest, a U.S. holder that has made the election described in the prior sentence may translate such interest using the spot rate of exchange on the date of receipt of the qualified stated interest. The above election will apply to other debt instruments held by an electing U.S. holder and may not be changed without the consent of the IRS. A U.S. holder that uses the accrual method of accounting for U.S. federal income tax purposes will recognise foreign currency exchange gain or loss with respect to accrued qualified stated interest income on the date such interest is received. The amount of exchange gain or loss recognised will equal the difference, if any, between the U.S. dollar value of the euro payment received (determined based on the spot rate of exchange on the date such stated interest is received) in respect of such accrual period and the U.S. dollar value of qualified stated interest income that has accrued during such accrual period (as determined above), regardless of whether the payment is in fact converted to U.S. dollars at such time. Any such exchange gain or loss generally will constitute ordinary income or loss and be treated, for foreign tax credit purposes, as U.S. source income or loss, and generally not as an adjustment to interest income or expense.

Foreign Tax Credit Qualified stated interest income on a Note generally will constitute foreign source income and generally will be considered “passive category income” or, in the case of certain U.S. holders, “general category income” in computing the foreign tax credit allowable to U.S. holders under U.S. federal income tax laws. There are significant complex limitations on a U.S. holder's ability to claim foreign tax credits. U.S. holders should consult their tax advisors regarding the creditability or deductibility of any withholding taxes.

Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of Notes Upon the sale, exchange, retirement, redemption or other taxable disposition of a Note, a U.S. holder generally will recognise U.S. source gain or loss equal to the difference, if any, between the amount realised upon such disposition (less any amount equal to any accrued but unpaid qualified stated interest, which will be taxable as qualified stated interest income as discussed above to the extent not previously included in income tax by the U.S. holder) and such U.S. holder's adjusted tax basis in the Note. If a U.S. holder receives foreign currency on such a sale, exchange, redemption, retirement or other taxable disposition of a Note, the amount realised generally will be based on the U.S. dollar value of such foreign currency based on the spot rate of exchange on the date of disposition. In the case of a Note that is considered to be traded on an established securities market, a cash basis U.S. holder and, if it so elects, an accrual basis U.S. holder, will determine the U.S. dollar value of such foreign currency by translating such amount at the spot rate of exchange on the settlement date of the disposition. The special election available to accrual basis U.S. holders in regard to the sale or other disposition of Notes traded on an established securities market must be applied consistently to all debt instruments held by the U.S. holder and cannot be changed without the consent of the IRS. An accrual basis U.S. holder that does not make the special election will recognise gain or loss to the extent that there are exchange rate fluctuations between the sale date and the settlement date. A U.S. holder's adjusted tax basis in a Note will, in general, be the cost of such Note to such U.S. holder. If a U.S. holder uses foreign currency to purchase a Note, the cost of the Note will be the U.S. dollar value of the foreign currency purchase price determined at the spot rate of exchange on the date of purchase. The conversion of U.S. dollars to a foreign currency and the immediate use of that currency to purchase a Note generally will not result in taxable gain or loss for a U.S. holder. Any gain or loss recognised upon the sale, exchange, retirement, redemption or other taxable disposition of a Note generally will be U.S. source gain or loss and, except as discussed below with respect to foreign currency exchange gain or loss, generally will be capital gain or loss. Capital gains of non- corporate U.S. holders (including individuals) derived in respect of capital assets held for more than one year are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss realised upon the sale, exchange, redemption, retirement or other taxable disposition of the Note that is attributable to fluctuations in currency exchange rates generally will be U.S. source ordinary income or loss and generally will not be treated as interest income or expense. Gain or loss attributable to 195 fluctuations in currency exchange rates generally will equal the difference, if any, between the U.S. dollar value of the U.S. holder's foreign currency purchase price for the Note, determined at the spot rate of exchange on the date the U.S. holder disposes of the Note and the U.S. dollar value of the U.S. holder's purchase price for the Note, determined at the spot rate of exchange on the date the U.S. holder purchased such Note (or, in each case, on the settlement date, if the Notes are then traded on an established securities market and the holder is either a cash basis U.S. holder or an electing accrual basis U.S. holder). In addition, upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, a U.S. holder may realise exchange gain or loss attributable to amounts received with respect to accrued and unpaid qualified stated interest, which will be treated as discussed above under “—Payment of Qualified Stated Interest”. However, upon a sale, exchange, redemption, retirement or other taxable disposition of a Note, a U.S. holder will realise any foreign currency exchange gain or loss (including with respect to accrued interest) only to the extent of total gain or loss realised by such U.S. holder on such disposition.

Information Reporting and Backup Withholding In general, information reporting requirements will apply to payments of stated interest on the Notes and to the proceeds of the sale or other disposition (including a retirement or redemption) of a Note paid to a U.S. holder unless such U.S. holder is an exempt recipient, and, when required, provides evidence of such exemption. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number or a certification that it is not subject to backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Tax Return Disclosure Requirements Treasury regulations issued under the Code meant to require the reporting to the IRS of certain tax shelter transactions cover certain transactions generally not regarded as tax shelters, including certain foreign currency transactions giving rise to losses in excess of a certain minimum amount (e.g., $50,000 in the case of an individual or trust), such as the receipt or accrual of interest or a sale, exchange, retirement or other taxable disposition of a foreign currency note or foreign currency received in respect of a foreign currency note. U.S. holders should consult their tax advisors to determine the tax return disclosure obligations, if any, with respect to an investment in the Notes, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement). Individuals (and certain entities) that own “specified foreign financial assets” with an aggregate value in excess of $50,000 on the last day of a taxable year or more than $75,000 at any time during a taxable year (or such larger values as specified in such legislation), generally are required to file an information report with respect to such assets with their tax returns. The Notes generally will constitute specified foreign financial assets subject to these reporting requirements, unless the Notes are held in an account at certain financial institutions. U.S. holders are urged to consult their tax advisors regarding the application of the foregoing disclosure requirements to their ownership of the Notes, including the significant penalties for noncompliance.

Foreign Account Tax Compliance Act Pursuant to Sections 1471 through 1474 of the Code (provisions commonly known as “FATCA”), a “foreign financial institution” may be required to withhold U.S. tax on certain passthru payments made after December 31, 2016 to the extent such payments are treated as attributable to certain U.S. source payments. Obligations issued on or prior to the date that is six months after the date on which applicable final regulations are filed, generally would be grandfathered unless materially modified after such date. Accordingly, if the Issuer is treated as a foreign financial institution, FATCA would only apply to payments on the Notes if there is a significant modification of the Notes for U.S. federal income tax purposes after the expiration of this grandfathering period. Non-U.S. governments have entered into agreements with the United States (and additional non-U.S. governments are expected to enter into such agreements) to implement FATCA in a manner that alters the rules described herein. Holders should consult their own tax advisors on how these rules may apply to their investment in the Notes. In the event any withholding under FATCA is imposed with respect to any payments on the Notes, there will be no additional amounts payable to compensate for the withheld amount. See “Description of Notes—Additional Amounts”.

Certain United Kingdom Tax Considerations The following summary is of a general nature and applies only to persons who are the beneficial owners of Notes. It is a non-exhaustive summary of the Issuer's understanding of current law and practice in the United Kingdom as at the date of this Offering Memorandum relating to United Kingdom stamp duty and the United Kingdom withholding tax treatments of payments in respect of the Notes. Some aspects may not 196 apply to certain classes of person (such as dealers, collective investment schemes and persons connected with the Issuer), to whom special rules may apply. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future, possibly with retrospective effect. This summary is not intended to be, nor should it be construed to be, legal or tax advice. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Interest on the Notes

Payment of interest on the Notes Payments of interest on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax provided that the Notes are and remain listed on a “recognised stock exchange” within the meaning of section 1005 of the Income Tax Act 2007. The Irish Stock Exchange is a recognised stock exchange for those purposes. The Notes will be treated as listed on the Irish Stock Exchange if they are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the Global Exchange Market in accordance with the rules of the Irish Stock Exchange. Provided, therefore, that the Notes are and remain so listed, interest on the Notes will be payable by the Issuer without withholding or deduction for or on account of United Kingdom income tax. If the Notes are not or cease to be so listed, interest will be paid by the Issuer under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) unless (i) any other exemption or relief applies, or (ii) the Issuer has received a direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty. In certain circumstances and subject to certain exceptions, the Issuer will be obliged to gross-up payments on the Notes to ensure that the Noteholders receive and retain a net payment equal to the payment which it would have received had no such deduction or withholding for or on account of United Kingdom income tax been required. See “Description of Notes—Additional Amounts”. Noteholders may wish to note that, in certain circumstances, HMRC has power to obtain information (including the name and address of the beneficial owner of the interest or the amount payable on the redemption of Notes, as applicable) from any person in the United Kingdom who either pays, or credits interest to, or receives interest for the benefit of, a Noteholder or, in the case of Notes that are “deeply discounted securities” who either pays amounts payable on the redemption of Notes to, or receives such amounts for the benefit of, a Noteholder. Information so obtained may, in certain circumstances, be exchanged by HMRC with the tax authorities of the jurisdiction in which the Noteholder is resident for tax purposes.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”) No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue of the Notes or, assuming that (i) the interest on the Notes does not exceed a reasonable commercial return on the nominal amount of the capital and (ii) any right on repayment of the Notes to an amount which exceeds the nominal amount of the Notes is reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed in the Official List of the London Stock Exchange, on a transfer of the Notes.

Certain European Union Tax Considerations Under Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of other Member States details of certain payments of interest or similar income paid or secured by a person established in a Member State to or for the benefit of an individual resident in another Member State or certain limited types of entities established in another Member State. On 24 March 2014, the Council of the EU adopted a Council Directive amending and broadening the scope of the requirements described above. Member States are required to apply these new requirements from 1 January 2017. The changes will expand the range of payments covered by the Directive, in particular to include additional types of income payable on securities. The Directive will also expand the circumstances in which payments that indirectly benefit an individual resident in a Member State must be reported. This approach will apply to payments made to or secured for persons, entities or legal arrangements (including trusts), where certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively managed outside of the EU. For a transitional period, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments. The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries. The changes referred to above will broaden the types of payments subject to withholding in those Member States which still operate a withholding system when they are implemented. In April 2013, the

197 Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

198

PLAN OF DISTRIBUTION Subject to the terms and conditions set forth in a purchase agreement (the “Purchase Agreement”) dated 16 January 2015 by and among the Issuer and the Initial Purchasers, we have agreed to sell to each Initial Purchaser, and each Initial Purchaser has agreed, severally and not jointly, to purchase from us, together with all other Initial Purchasers, Notes in the aggregate principal amount of €400,000,000. The following table sets forth the amount of Notes to be purchased by each Initial Purchaser in the Offering:

Principal amount of Initial Purchaser notes

Credit Suisse Securities (Europe) Limited ...... €140,000,000 The Royal Bank of Scotland plc ...... €140,000,000 Barclays Bank PLC ...... €13,333,336 BNP Paribas ...... €13,333,333 CM-CIC Securities ...... €13,333,333 DNB Markets, a division of DNB Bank ASA ...... €13,333,333 Jefferies International Limited ...... €13,333,333 KBC Bank NV* ...... €13,333,333 Lloyds Bank plc ...... €13,333,333 Nordea Bank Danmark A/S* ...... €13,333,333 Société Générale ...... €13,333,333

Total ...... €400,000,000

* As Nordea Bank Danmark A/S and KBC Bank NV are not registered with the SEC as U.S. registered broker-dealers, they will effect offers and sales of the Notes solely outside of the United States. The Purchase Agreement provides that the obligations of the Initial Purchasers to pay for and accept delivery of the Notes are subject to, among other conditions, the delivery of certain legal opinions by their counsel. The Initial Purchasers propose to offer the Notes initially at the price indicated on the cover page hereof. After the initial offering of the Notes, the offering price and other selling terms of the Notes may from time to time be varied by the Initial Purchasers without notice. Persons who purchase Notes from the Initial Purchasers may be required to pay stamp duty, taxes and other charges in accordance with the laws and practice of the country of purchase in addition to the offering price set forth on the cover page hereof. The Purchase Agreement provides that we will indemnify and hold harmless the Initial Purchasers against certain liabilities, including liabilities under the U.S. Securities Act, and will contribute to payments that the Initial Purchasers may be required to make in respect thereof. We have agreed, subject to certain limited exceptions, that during the period from the date hereof through and including the date that is 90 days after the date the Notes are issued, to not, and to cause our subsidiaries to not, without having received the prior written consent provided for in the Purchase Agreement, offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Notes. The Initial Purchasers are offering the Notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Notes, and other conditions contained in the Purchase Agreement, such as the receipt by the Initial Purchasers of officer's certificates and legal opinions. The Initial Purchasers reserve the right to withdraw, cancel or modify offers to investors and to reject orders in whole or in part. The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the U.S. Securities Act. Resales of the Notes are restricted as described under “Notice to Investors”. Each Initial Purchaser represents, warrants and agrees that it: • has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any 199 Notes in circumstances in which section 21(1) of the FSMA does not apply to us or the Guarantors; and • has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. No action has been taken in any jurisdiction, including the United States and the United Kingdom, by us or the Initial Purchaser that would permit a public offering of the Notes or the possession, circulation or distribution of this Offering Memorandum or any other material relating to us or the Notes in any jurisdiction where action for this purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any other offering material or advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction. This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to purchase in any jurisdiction where such offer or solicitation would be unlawful. Persons into whose possession this Offering Memorandum comes are advised to inform themselves about and to observe any restrictions relating to the offering of the Notes, the distribution of this Offering Memorandum and resale of the Notes. See “Notice to Investors”. We and the Guarantors have also agreed that we will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances in which such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the U.S. Securities Act or the safe harbour of Rule 144A and Regulation S under the U.S. Securities Act to cease to be applicable to the offer and sale of the Notes. The Notes are a new issue of securities for which there currently is no market. We cannot assure you that the Notes will be approved for listing or that such listing will be maintained. The Initial Purchasers have advised us that they intend to make a market in the Notes as permitted by applicable law. The Initial Purchasers are not obligated, however, to make a market in the Notes, and any market-making activity may be discontinued at any time at the sole discretion of the Initial Purchaser without notice. In addition, any such market-making activity will be subject to the limits imposed by the U.S. Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, we cannot assure you that any market for the Notes will develop, that it will be liquid if it does develop, or that you will be able to sell any Notes at a particular time or at a price which will be favourable to you. See “Risk Factors—Risks Relating to our Indebtedness and the Notes—Your ability to transfer the Notes may be limited by the absence of an active trading market, and an active trading market may not develop for the Notes”. We expect that delivery of the Notes will be made against payment on the Notes on or about the date specified on the cover page of this Offering Memorandum, which will be five business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange Act) following the date of pricing of the Notes (this settlement cycle is being referred to as “T + 5”). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this Offering Memorandum or the next three succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors. In connection with the Offering, Credit Suisse Securities (Europe) Limited (the “Stabilising Manager”), or persons acting on its behalf, may engage in transactions that stabilise, maintain or otherwise affect the price of the Notes. Specifically, the Stabilising Manager, or persons acting on its behalf, may bid for and purchase Notes in the open markets to stabilise the price of the Notes. The Stabilising Manager, or persons acting on its behalf, may also over-allot the Offering, creating a syndicate short position, and may bid for and purchase Notes in the open market to cover the syndicate short position. In addition, the Stabilising Manager, or persons acting on its behalf, may bid for and purchase Notes in market-making transactions as permitted by applicable laws and regulations and impose penalty bids. These activities may stabilise or maintain the respective market price of the Notes above market levels that may otherwise prevail. The Stabilising Manager is not required to engage in these activities, and may end these activities at any time. Accordingly, no assurances can be given as to the liquidity of, or trading markets for, the Notes. See “Risk Factors—Risks Relating to our Indebtedness and the Notes—Your ability to transfer the Notes may be limited by the absence of an active trading market, and an active trading market may not develop for the Notes”. The Initial Purchasers may engage in over-allotment, stabilising transactions, covering transactions and penalty bids in accordance with Regulation M under the U.S. Exchange Act. Over-allotment involves sales in excess of the offering size, which creates a short position for the relevant Initial Purchaser. Stabilising transactions permit bidders to purchase the underlying security so long 200 as the stabilising bids do not exceed a specified maximum. Covering transactions involve purchase of the Notes in the open market after the distribution has been completed in order to cover short positions. Penalty bids permit the Initial Purchaser to reclaim a selling concession from a broker or dealer when the Notes originally sold by that broker or dealer are purchased in a stabilising or covering transaction to cover short positions. These stabilising transactions, covering transactions and penalty bids may cause the price of the Notes to be higher than it would otherwise be in the absence of these transactions. These transactions, if commenced, may be discontinued at any time. The Initial Purchasers or their respective affiliates from time to time have provided in the past and may provide in the future investment banking, financial advisory and commercial banking services to us or our affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions. In addition, certain of the Initial Purchasers, or an affiliate thereof, are lenders under the Facilities Agreement and will be repaid when the Additional Facility is cancelled.

201

NOTICE TO INVESTORS You are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of any of the Notes offered hereby. The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Notes offered hereby are being offered and sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A under the U.S. Securities Act and in offshore transactions in reliance on Regulation S under the U.S. Securities Act. We have not registered and will not register the Notes or the Guarantees under the U.S. Securities Act and, therefore, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, we are offering and selling the Notes to the Initial Purchasers for re-offer and resale only: • in the United States to “qualified institutional buyers”, commonly referred to as “QIBs”, as defined in Rule 144A in compliance with Rule 144A; and • outside the United States in an offshore transaction in accordance with Regulation S. We use the terms “offshore transaction”, “U.S. person” and “United States” with the meanings given to them in Regulation S. Each purchaser of Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with us and the Initial Purchasers as follows: (1) You understand and acknowledge that the Notes and the guarantees have not been registered under the U.S. Securities Act or any other applicable securities laws and that the Notes are being offered for resale in transactions not requiring registration under the U.S. Securities Act or any other securities laws, including sales pursuant to Rule 144A under the U.S. Securities Act, and, unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the U.S. Securities Act or any other applicable securities laws, pursuant to an exemption therefrom or in any transaction not subject thereto and in each case in compliance with the conditions for transfer set forth in paragraphs (4) and (5) below. (2) You are not our “affiliate” (as defined in Rule 144 under the U.S. Securities Act) or acting on our behalf and you are either: (a) a QIB, within the meaning of Rule 144A under the U.S. Securities Act and are aware that any sale of these Notes to you will be made in reliance on Rule 144A under the U.S. Securities Act, and such acquisition will be for your own account or for the account of another QIB; or (b) you are purchasing the Notes in an offshore transaction in accordance with Regulation S under the U.S. Securities Act. (3) You acknowledge that none of us, the Guarantors, or the Initial Purchasers, nor any person representing any of them, has made any representation to you with respect to us or the offer or sale of any of the Notes, other than the information contained in this Offering Memorandum, which Offering Memorandum has been delivered to you and upon which you are relying in making your investment decision with respect to the Notes. You acknowledge that neither the Initial Purchasers nor any person representing the Initial Purchasers make any representation or warranty as to the accuracy or completeness of this Offering Memorandum. You have had access to such financial and other information concerning us and the Notes as you have deemed necessary in connection with your decision to purchase any of the Notes, including an opportunity to ask questions of, and request information from, us and the Initial Purchasers. (4) You are purchasing the Notes for your own account, or for one or more investor accounts for which you are acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the U.S. Securities Act or any state securities laws, subject to any requirement of law that the disposition of your property or the property of such investor account or accounts be at all times within its or their control and subject to your or their ability to resell such Notes pursuant to Rule 144A, Regulation S or any other exemption from registration available under the U.S. Securities Act. 202 (5) You agree on your own behalf and on behalf of any investor account for which you are purchasing the Notes, and each subsequent holder of the Notes by its acceptance thereof will be deemed to agree, to offer, sell or otherwise transfer such Notes prior to the date (the “Resale Restriction Termination Date”) that is one year (in the case of Rule 144A Notes) or 40 days (in the case of Regulation S Notes) after the later of the date of the original issue and the last date on which we or any of our affiliates were the owner of such Notes (or any predecessor thereto) only (i) to us, (ii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act, (iii) for so long as the Notes are eligible pursuant to Rule 144A under the U.S. Securities Act, to a person you reasonably believe is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on Rule 144A under the U.S. Securities Act, (iv) pursuant to offers and sales that occur outside the United States in compliance with Regulation S under the U.S. Securities Act or (v) pursuant to any other available exemption from the registration requirements of the U.S. Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and to compliance with any applicable state securities laws, and any applicable local laws and regulations, and further subject to our and the trustee's rights prior to any such offer, sale or transfer (I) pursuant to clauses (iv) and (v) to require the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them and (II) in each of the foregoing cases, to require that a certificate of transfer in the form appearing on the reverse of the security is completed and delivered by the transferor to the Trustee. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser acknowledges that each Note will contain a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES. ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO 203 EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. If you purchase Notes, you will also be deemed to acknowledge that the foregoing restrictions apply to holders of beneficial interests in these Notes as well as to holders of these Notes. (6) You agree that you will give to each person to whom you transfer the Notes notice of any restrictions on the transfer of such Notes. (7) You acknowledge that until 40 days after the commencement of the offering, any offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the U.S. Securities Act. (8) You acknowledge that the Registrar will not be required to accept for registration or transfer any Notes acquired by you except upon presentation of evidence satisfactory to us and the Registrar that the restrictions set forth therein have been complied with. (9) You acknowledge that we, the Initial Purchasers and others will rely upon the truth and accuracy of your acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by your purchase of the Notes are no longer accurate, it shall promptly notify the initial purchasers. If you are acquiring any Notes as a fiduciary or agent for one or more investor accounts, you represent that you have sole investment discretion with respect to each such investor account and that you have full power to make the foregoing acknowledgements, representations and agreements on behalf of each such investor account. (10) You understand that no action has been taken in any jurisdiction (including the United States) by us or the Initial Purchasers that would result in a public offering of the Notes or the possession, circulation or distribution of this Offering Memorandum or any other material relating to us or the Notes in any jurisdiction where action for such purpose is required. Consequently, any transfer of the Notes will be subject to the selling restrictions set forth under “Plan of Distribution”.

ERISA Considerations Any purchaser, including, without limitation, any fiduciary purchasing on behalf of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) subject to the provisions of part 4 of subtitle B of Title I of ERISA or a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) applies (each, a “Plan”), (ii) an entity whose underlying assets include “plan assets” (as defined in Section 3(42) of ERISA) by reason of a Plan's investment in such entity (each, a “Benefit Plan Investor”), or (iii) a governmental, church or non- U.S. plan which is subject to any federal, state, local, non-U.S. or other laws or regulations that are substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or the provisions of Section 4975 of the Code (“Similar Laws”), transferee, or holder of the Notes will be deemed to have represented, in its corporate and fiduciary capacity, that: (a) With respect to the acquisition, holding and disposition of Notes, or any interest therein, (1) either (A) it is not, and it is not acting on behalf of (and for so long as it holds such Notes or any interest therein will not be, and will not be acting on behalf of), a Plan, a Benefit Plan Investor, or a governmental, church or non-U.S. plan which is subject to Similar Laws, and no part of the assets used or to be used by it to acquire or hold such Notes or any interest therein constitutes the assets of any such Plan, Benefit Plan Investor or governmental, church or non-U.S. plan which is subject to Similar Laws, or (B)(i) its acquisition, holding and disposition of such Notes or any interest therein does not and will not constitute or otherwise result in a non-exempt prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. plan, a non-exempt violation of any Similar Laws); and (ii) none of us, the Guarantors, the Initial Purchasers, Trustee or any of their respective affiliates, is a sponsor of, or a fiduciary (within the meaning of Section 3(21) of ERISA or, with respect to a governmental, church or non-U.S. plan, any definition of “fiduciary” under Similar Laws) with respect to, the acquirer, transferee or holder in connection with any acquisition or holding of such Notes, or as a result of any exercise by the Company or any of its affiliates of any rights in connection with such Notes, and no advice provided by the Company or any of their affiliates has formed a primary basis for any investment or other decision by or on behalf of the acquirer or holder in connection with such Notes and the transactions contemplated with

204 respect to such Notes; and (2) it will not sell or otherwise transfer such Notes or any interest therein otherwise than to a purchaser or transferee that is deemed (or if required by the applicable indenture, certified) to make these same representations, warranties and agreements with respect to its acquisition, holding and disposition of such Notes or any interest therein. (b) The acquirer and any fiduciary causing it to acquire an interest in any Notes agrees to indemnify and hold harmless us, the Guarantors, the Initial Purchasers, the Trustee, and their respective affiliates, from and against any cost, damage or loss incurred by any of them as a result of any of the foregoing representations and agreements being or becoming false. (c) Any purported acquisition or transfer of any Note or beneficial interest therein to an acquirer or transferee that does not comply with the requirements of the above provisions shall be null and void ab initio.

205

CERTAIN INSOLVENCY CONSIDERATIONS; LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF GUARANTEES

European Union The Issuer and certain other Guarantors are organised under the laws of Member States of the European Union. Pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings (the “EU Insolvency Regulation”), the court which shall have jurisdiction to open main insolvency proceedings in relation to a company is the court of the Member State (other than Denmark) where the company concerned has its “centre of main interests” (as that term is used in Article 3(1) of the EU Insolvency Regulation). The determination of where any such company has its “centre of main interests” is a question of fact on which the courts of the different Member States may have differing and even conflicting views. The term “centre of main interests” is not a static concept and may change from time to time. Although there is a rebuttable presumption under Article 3(1) of the EU Insolvency Regulation that any such company has its “centre of main interests” in the Member State in which it has its registered office, Preamble 13 of the EU Insolvency Regulation states that the “centre of main interests” of a debtor should correspond to the place where the debtor conducts the administration of its interests on a regular basis and “is therefore ascertainable by third parties”. In that respect, factors such as where board meetings are held, the location where the company conducts the majority of its business and the location where the large majority of the company's creditors are established may all be relevant in the determination of the place where the company has its “centre of main interests”. The point at which a company's “centre of main interests” is determined is at the time that the relevant insolvency proceedings are opened. If the “centre of main interests” of a company is and will remain located in the state in which it has its registered office, the main insolvency proceedings in respect of the company under the EU Insolvency Regulation would be commenced in such jurisdiction, and accordingly a court in such jurisdiction would be entitled to commence the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation. Insolvency proceedings opened in one Member State under the EU Insolvency Regulation are to be recognised in the other Member States (other than Denmark), although secondary proceedings may be opened in another Member State. If the “centre of main interests” of a debtor is in one Member State (other than Denmark) under Article 3(2) of the EU Insolvency Regulation, the courts of another Member State (other than Denmark) have jurisdiction to open “territorial proceedings” only in the event that such debtor has an “establishment” (in the meaning of the EU Insolvency Regulation) in the territory of such other Member State. The effects of those territorial proceedings are restricted to the assets of the debtor situated in the territory of such other Member State. If the company does not have an establishment in any other Member State, no court of any other Member State has jurisdiction to open territorial proceedings in respect of such company under the EU Insolvency Regulation.

England and Wales The Issuer, together with certain other Guarantors, are companies incorporated under the laws of England and Wales (the “English Obligors”). Therefore, any insolvency proceedings by or against the English Obligors would likely be based on English insolvency laws. However, pursuant to the EU Insolvency Regulation, where an English company conducts business in another member state of the European Union, the jurisdiction of the English courts may be limited if the company's “centre of main interests” is found to be in a Member State other than the United Kingdom (please see “—European Union”). There are a number of factors that are taken into account to ascertain the “centre of main interests”. The “centre of main interests” should correspond to the place where the company conducts the administration of its interests on a regular basis and is therefore ascertainable by third parties. The place of the registered office of the company is presumed to be the “centre of main interests” in the absence of proof to the contrary. The point at which this issue falls to be determined is at the time that the relevant insolvency proceedings are opened. Similarly, the U.K. Cross-Border Insolvency Regulations 2006, which implement the UNCITRAL Model Law on Cross-Border Insolvency in the United Kingdom, provide that a foreign (i.e., non-European) court may have jurisdiction where any English company has a “centre of its main interests” in such foreign jurisdiction, or where it has an “establishment” (being a place of operations in such foreign jurisdiction, where it carries out non-transitory economic activities with human means and assets or services).

206 Conversion of debts Under English insolvency law any debt payable in a currency other than pounds sterling (such as Euros in the case of the Notes) must be converted into pounds sterling at the “official exchange rate” prevailing at the date when the debtor went into liquidation or administration. This provision overrides any agreement between the parties. The “official exchange rate” for these purposes is the middle market rate at the London Foreign Exchange Market at the close of business as published for the date in question or, if no such rate is published, such rate as the court determines. Accordingly, in the event that an English Obligor goes into liquidation or administration, holders of the Notes may be subject to exchange rate risk between the date that such English Obligor went into liquidation or administration and receipt of any amounts to which such holders of the Notes may become entitled. There are circumstances under English insolvency law in which the granting by an English company of guarantees can be challenged. In most cases this will only arise if the company is placed into administration or liquidation within a specified period (as set out in more detail below) of the granting of the guarantee. Therefore, if during the specified period an administrator or liquidator is appointed to an English company, he may challenge the validity of the guarantee given by such company. The following potential grounds for challenge may apply to guarantees:

Transaction at an undervalue Under English insolvency law, a liquidator or administrator of an English company could apply to the court for an order to set aside a guarantee if such liquidator or administrator believes that such guarantee constituted a transaction at an undervalue. It will only be a transaction at an undervalue if, at the time of the transaction or as a result of the transaction, the English company is insolvent (as defined in the U.K. Insolvency Act 1986, as amended). The transaction can be challenged if the English company enters into liquidation or administration proceedings within a period of two years from the date the English company grants the guarantee. A transaction might be subject to being set aside as a transaction at an undervalue if the company makes a gift to a person, if the company receives no consideration or if the company receives consideration of significantly less value, in money or money's worth, than the consideration given by such company. However, a court generally will not intervene if it is satisfied that the company entered into the transaction in good faith and for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing the transaction would benefit it. If the court determines that the transaction was a transaction at an undervalue the court can make such order as it thinks fit to restore the position to what it would have been in if the transaction had not been entered into. In any proceedings, it is for the administrator or liquidator to demonstrate that the English company was insolvent unless a beneficiary of the transaction was a connected person (as defined in the U.K. Insolvency Act 1986, as amended), in which case there is a presumption of insolvency and the connected person must demonstrate the solvency of the English company in such proceedings.

Preference Under English insolvency law, a liquidator or administrator of an English company could apply to the court for an order to set aside a guarantee if such liquidator or administrator believed that such guarantee constituted a preference. It will only be a preference if at the time of the transaction or as a result of the transaction the English company is insolvent. The transaction can be challenged if the English company enters into liquidation or administration proceedings within a period of six months (if the beneficiary of the guarantee is not a connected person) or two years (if the beneficiary is a connected person) from the date the English company grants the guarantee. A transaction may constitute a preference if it has the effect of putting a creditor of the English company (or a surety or guarantor for any of the company's debts or liabilities) in a better position (in the event of the company going into insolvent liquidation) than such creditor, guarantor or surety would otherwise have been in had that transaction not been entered into. If the court determines that the transaction was a preference, the court has very wide powers for restoring the position to what it would have been if that preference had not been given, which could include reducing payments under the Notes and the guarantees (although there is protection for a third party who enters into one of the transactions in good faith and without notice). However, for the court to determine a preference, it must be shown that the English company was influenced by a desire to produce the preferential effect. In any proceedings, it is for the administrator or liquidator to demonstrate that the English company was insolvent and that the company was influenced by a desire to produce the preferential effect, unless the beneficiary of the transaction was a connected person, in which case there is a presumption that the company was influenced by a desire to produce the preferential effect and the connected person must demonstrate in such proceedings that there was no such influence.

Transactions defrauding creditors Under English insolvency law, where it can be shown that a transaction was at an undervalue and was made for the purposes of putting assets beyond the reach of a person who is making, or may make, a claim against a company, or of otherwise prejudicing the interests of a person in relation to the claim, which that 207 person is making or may make, the transaction may be set aside by the court as a transaction defrauding creditors. This provision may be used by any person who claims to be a “victim” of the transaction and is not therefore limited to liquidators or administrators. There is no time limit in the English insolvency legislation within which the challenge must be made and the relevant company does not need to be insolvent at the time of the transaction. If the court determines that the transaction was a transaction defrauding creditors, the court can make such orders as it thinks fit to restore the position to what it would have been if the transaction had not been entered into and to protect the interests of the victims of the transaction.

Austria

Insolvency considerations In the event of an insolvency of a company incorporated in Austria such as the Austrian Guarantor, insolvency proceedings may be initiated in Austria. These proceedings would be governed by Austrian law. Under certain circumstances, insolvency proceedings in Austria governed by Austrian law may also be opened over the assets of companies that are not established under Austrian law (for example, if the centre of the business operations of such company is within Austria). Austrian law provides for uniform insolvency proceedings which can be initiated either by the debtor or by a creditor if the debtor is, or threatens to become, unable to pay its debts as and when they fall due (Zahlungsunfähigkeit) or, in case of legal entities and limited partnerships with a corporate general partner, also in the event of over-indebtedness (Überschuldung) (i.e. where the debtor's debts exceed the value of its assets) in combination with a negative long-term prognosis on the ability to continue its business operations, both provided that the debtor has sufficient assets to cover the costs of the insolvency proceedings. If applied for by the debtor by proposing a valid restructuring plan (Sanierungsplan), insolvency proceedings can take the form of restructuring proceedings either administrated by an insolvency administrator (Sanierungsverfahren ohne Eigenverwaltung) or, if the restructuring plan fulfils certain criteria, by the debtor itself (Sanierungsverfahren mit Eigenverwaltung). A valid restructuring plan generally has to include the offer to make a distribution of at least 20 per cent. (30 per cent. in case of self-administrated restructuring proceedings, amongst other criteria) on all creditors' claims within two years. Should these requirements be met, the court opens the insolvency proceedings and publishes its decision in the Internet Insolvency Gazette (Ediktsdatei/Insolvenzdatei), the official Austrian online insolvency database. It further appoints an insolvency administrator acting either as bankruptcy administrator (Masseverwalter) or restructuring administrator (Sanierungsverwalter), and, under certain circumstances, a creditors' committee (Gläubigerauschuss) representing all creditors. If a restructuring has not (successfully) been applied for, the insolvency administrator has full power to dispose of the debtor's assets, whereas the debtor is no longer entitled to do so. In self-administrated restructuring proceedings, the tasks of the insolvency administrator (in this case referred to as a restructuring administrator) are shared between the debtor and the restructuring administrator, who monitors and supports the debtor. Any individual enforcement action brought against a debtor by any of its creditors is subject to an automatic stay once insolvency proceedings have been opened. All creditors, whether secured or unsecured, wishing to assert claims against the debtor need to participate in the insolvency proceedings and shall lodge their claims in court. In contrast to creditors secured by a right in rem in the debtor's assets or any part thereof (for example, by a pledge over bank accounts or shares, a security assignment of receivables or a security transfer of moveable assets) (Absonderungsgläubiger), creditors secured by a right in personam such as the Guarantee (Insolvenzgläubiger) are not entitled to any preferential satisfaction in the distribution of proceeds from the realisation of debtor's assets, but will be satisfied on a pro rata basis, and after satisfaction of certain preferred creditors (Massegläubiger) only. If the insolvent debtor has successfully applied for restructuring proceedings, it will furthermore be discharged of the residual debt upon having fully complied with the restructuring plan.

Avoidance of transactions Under Austrian insolvency law, any security interest with respect to an insolvent debtor's assets newly acquired by way of execution within the last sixty days before commencement of insolvency proceedings or thereafter will be ineffective as of the commencement of the insolvency proceedings. Furthermore, under the rules of avoidance of the Austrian Insolvency Act (Insolvenzordnung), an insolvency administrator may, by action of avoidance or by defence of avoidance, under certain circumstances, challenge payments under any guarantee or security interest or, if payment has already been made under the relevant security interest or guarantee, require that the recipients return the payment. In particular, the following transactions (which term includes the provision of security and the payment of debt) are voidable: • Avoidance due to intent of discrimination (Benachteiligungsabsicht, section 28/1-3 Austrian Insolvency Act): Voidable due to intent of discrimination are all transactions performed or entered into by the debtor within ten years prior to the commencement of insolvency proceedings with the intent known to the other party to discriminate against its creditors, as well 208 as all transactions through which debtor's creditors are discriminated against and which it performed or entered into during the last two years prior to commencement of insolvency proceedings, provided that the beneficiary of the transaction should have been aware of such intent; • Avoidance due to squandering of assets (Vermögensverschleuderung, section 28/4 Austrian Insolvency Act): Transactions undertaken by the debtor in the last year prior to commencement of insolvency proceedings are voidable if the other party perceived or should have perceived the intent to discriminate against the creditors through transactions at an undervalue; • Avoidance of transactions with no consideration and analogous transactions (unentgeltliche und ihnen gleichgestellte Verfügungen, section 29 Austrian Insolvency Act): In particular, transactions of the debtor without consideration (except customary occasional gifts and transactions for a reasonable and proportionate amount towards a charitable cause or for the fulfilment of a legal obligation, a moral duty or consideration of decency) and acquisitions of property from the debtor by order of authority if paid out of the debtor's funds are voidable if performed or entered into in the last two years prior to commencement of insolvency proceedings; • Avoidance due to preferential treatment (Begünstigung, section 30 Austrian Insolvency Act): Security or payment given to a creditor after the occurrence of inability to pay debts or after filing for commencement of insolvency proceedings or in the last sixty days before is voidable if (i) the creditor obtained a security or payment he was not entitled to, or (ii) the security or payment was given to persons who were aware or should have been aware of the intent of the debtor to give them preferential treatment ahead of the other creditors. No avoidance under these rules is available if the preferential treatment was given more than one year prior to commencement of insolvency proceedings; • Avoidance due to knowledge of the inability to pay debts (Kenntnis der Zahlungsunfähigkeit, section 31 Austrian Insolvency Act): Transactions giving a debtor's creditor security or payment and all transactions discriminating against the creditors entered into with other persons, when the other party was aware or should have been aware of the inability to pay debts or of the petition for commencement of insolvency proceedings (and in case of transactions other than giving security to creditors, if the discriminatory effect was reasonably foreseeable), are voidable unless they were performed or entered into earlier than six months prior to commencement of insolvency proceedings. In addition to the above-described examples of avoidance of transactions by an insolvency administrator according to the Austrian Insolvency Act, any other creditor who has obtained an enforcement order (Vollstreckungstitel) could possibly also avoid any security interest or payment performed under the relevant security interest according to the Austrian Avoidance Act (Anfechtungsordnung) outside formal insolvency proceedings. The conditions differ to a certain extent from the above described rules and the avoidance periods are calculated from the date when such other creditor exercises its rights of avoidance in the courts. Consequently, if any challenge to the validity or enforceability of a security interest such as the Guarantee in favour of the holders of the Notes is successful, the holders of the Notes may not be able to recover any amounts under such security interest.

Austrian capital maintenance rules and guarantee limitations The enforceability of a security interest such as the Guarantee by any holder of the Notes against an Austrian Guarantor will be limited by Austrian capital maintenance rules as imposed by Austrian company law, including, without limitation, Section 52 of the Austrian Stock Corporations Act (Aktiengesetz) and Sections 82 et seq. of the Austrian Limited Liability Company Act (Gesetz über Gesellschaften mit beschränkter Haftung). These provisions prohibit the direct or indirect repayment of capital to shareholders in any form other than dividends or as explicitly permitted under statutory law, such as in the course of a capital decrease, a liquidation, or certain purchases of own shares. In principle, save for capital decreases, liquidation proceeds and consideration for purchases of own shares, only balance sheet profits may be distributed to shareholders after their formal declaration. If an Austrian company grants security interests in favour of its direct or indirect shareholders or sister companies, this would, as a result of the above-described statutory provisions and applicable Austrian case law, qualify as a prohibited repayment of capital to the extent such security interest would not have been granted on the same terms to a third party (“at arm's length”) or is not commercially justified (betriebswirtschaftlich gerechtfertigt). Factors to be taken into consideration for such assessment are:

209 • that the transaction in question is also in the interest of the company providing security, and consistent with its financial position (the provision of security shall not result in a risk of its insolvency when the security is being called); • an adequate credit risk of the (secured) shareholder. The management must have verified conscientiously, that the (secured) shareholder is in a position to honour its obligations and to finance the repayment of the secured debt; • an adequate relation between the expected advantage gained, and risk assumed by the company providing security (the Austrian Supreme Court has stated that an extraordinarily high consideration, i.e. visibly higher than is usual in the market, is adequate in such cases); and • an adequate consideration received by the company providing security. A general advantage resulting from group considerations (e.g. payment of a security fee to the guarantor) can be taken into account, but would not be sufficient if such group considerations were the only justification. As a legal consequence of a violation of capital maintenance rules, the Guarantee or any security interest granted by an Austrian Guarantor and being a (direct or indirect) subsidiary of the Issuer, including the Guarantee, would be null and void. As a result, an Austrian Guarantor would not be bound by its obligations under the relevant security document. Additionally, an Austrian Guarantor would be entitled to reclaim any funds so distributed illegally to its direct or indirect shareholders. Austrian capital maintenance rules are subject to on-going court decisions and discussions in Austrian literature. However, due to a lack of pertinent case law (and unclear literature), there can be no assurance that future court rulings may not further limit the access of holders of interests in Notes to assets of the Austrian Guarantor. As a result, this can negatively affect the ability of the Austrian Guarantor to make payments on the Guarantee. Therefore, all security interests granted by the Austrian Guarantor including the Guarantee are subject to limitations as set out in the limitation language contained in the relevant security document. This limitation language aims at limiting claims in respect of security provided by the Austrian Guarantor in accordance with Austrian capital maintenance rules to the extent legally permissible. By virtue of inclusion of such limitation language, security interests may not be necessarily void, but could, at the time of enforcement, be of limited value, depending on the advantages provided to the Austrian Guarantor. In an extreme scenario, if no advantages are granted to the Austrian Guarantor which could justify arm's length requirements, the security interests would not be enforceable against the Austrian Guarantor.

Belgium Two of the Guarantors are organised under the laws of Belgium and have their statutory seat (siège social/maatschapelijke zetel) in Belgium. Consequently, in the event of a bankruptcy or insolvency event with respect to a Belgian Guarantor, and to the extent such Guarantors have their centre of main interests in Belgium, main insolvency proceedings would likely be initiated in Belgium and could impact the validity or enforceability of the guarantee. There are two primary insolvency regimes under Belgian law. The first, judicial reorganisation (réorganisation judiciaire/gerechtelijke reorganisatie) subject to the law dated 31 January 2009, is intended to facilitate the reorganisation of a debtor's debts and enable the debtor to continue as a going concern. The second, bankruptcy (faillite/faillissement), subject to the law dated 8 August 1997 is designed to liquidate and distribute the assets of a debtor to its creditors.

The judicial reorganisation The opening of judicial reorganisation proceedings is in principle requested by the company itself (subject to court-supervised sales proceedings, the opening of which can also be requested by the public prosecutor, creditors, or interested third parties). The main purpose of such proceedings is to enable the company to continue its activity. When granting the judicial reorganisation, the court may grant a provisional suspension of payment for a period of up to 6 months, (which can be extended thereafter, up to a maximum period of 18 months). During the suspension period, as a general rule, and subject to exceptions (most notably applying to creditors holding a pledge over receivables, or (in some instances) security falling within the scope of the Belgian Financial Collateral Act), creditors will be precluded from enforcing their claims against the assets of the debtor. Various types of reorganisation proceedings apply: (a) An in-court agreement requires unanimity among the creditors concerned. The debtor may petition the court to grant a grace period in respect of its payment obligations, e.g., in relation to interest payments, pending the negotiation of the agreement.

210 (b) The reorganisation plan may provide a broad range of measures, including, without limitation, (i) a rescheduling of debts, (ii) partial or total debt waivers (principal sum and/or interest), (iii) the conversion of debt into equity, and (iv) a differentiated treatment for certain categories of claims (e.g., based on nature or size). The performance period of the plan may extend to five years from the date of court approval. The plan cannot impose any of these measures to certain types of secured creditors unless they individually agree. The reorganisation plan must be approved by the majority of the creditors participating in the vote (including the secured creditors) and such majority must represent at least half of the outstanding debt in principal sum. The court must also approve the plan, and can only refuse it in limited circumstances. The court-approved reorganisation plan is binding for all creditors in the stay. The plan cannot suspend the enforcement rights of secured creditors for a period in excess of 24 months (extendable with 12 months if the debtor can prove that it will be able to fully reimburse the secured creditors) from the initial filing for judicial reorganisation, and the debtor must continue to pay interest on the secured obligations during the period of the reorganisation plan. (c) A debtor also has the possibility to file for a judicial reorganisation with the objective to transfer part or all of the assets (but not its liabilities) to an acquirer, in which case the auction will be organised by a court-appointed expert (gerechtsmandataris/mandataire de justice). In this case, the proceeds of the sale of the pledged assets will be paid in priority to the relevant secured creditors. The judicial expert leading the auction, however, has no obligations as to minimum sales price, neither does it have to consult an expert to confirm that the sales price is reasonable. Consequently, this procedure could result in the sale of certain assets for less than their going concern value. The assets will (subject to certain exceptions applying to foreign security) be transferred free from any existing security, and the liabilities will remain with the debtor. The public prosecutor, a creditor or any third party interested in acquiring all or part of the debtor's business also can apply for a judicial reorganisation with the objective of a court- supervised transfer of the debtor's assets if: (i) the conditions for bankruptcy have been fulfilled in relation to the debtor (i.e. the debtor has ceased to pay debts and is unable to obtain credit); (ii) the court has refused to open the judicial reorganisation; (iii) the court has ordered the early termination of the judicial reorganisation; (iv) the creditors have not approved the reorganisation plan; (v) the court has refused to confirm the reorganisation plan; or (vi) the court has ordered the early termination of the reorganisation plan.

The bankruptcy If a company is unable to pay its debt with no chance of recovery, a company is declared bankrupt in the conditions described in the law dated 8 August 1997. After a Belgian company is declared bankrupt, the court appoints a receiver to liquidate the bankrupt company and to distribute the proceeds to the creditors. As of the date on which the bankruptcy judgment is given, the creditors lose the right to pursue any individual legal or enforcement action against the bankrupt company, subject to exceptions applying to certain types of secured creditors. Any such action must be initiated by the receiver in bankruptcy, acting on behalf of the Creditors. Under Belgian bankruptcy proceedings, the assets of a debtor are generally liquidated and the proceeds distributed to the debtor's creditors on a pari passu basis. These rules apply to unsecured creditors and to creditors that benefit from a general security. Different rules apply to creditors who benefit from a specific security or privilege. Creditors benefitting from a special security or privilege on movable property will not been able to enforce their security or privilege until the procedure relating to the verification of claims has been completed. Creditors who benefit from a specific security on immovable property may start or continue enforcement proceedings. However, subject to the approval of the commercial court, the receiver may order the procedures to be stopped. This principle does not apply to a creditor benefitting from a first mortgage that may enforce its security at all times during the bankruptcy proceedings. The suspension of the individual creditor's rights only applies for the duration of the bankruptcy proceedings. Once the bankruptcy proceedings are closed, all creditors regain their individual enforcement rights.

Suspect period In addition to the suspension of payment in the case of judicial reorganisation or bankruptcy described herein, in the case of bankruptcy the court appointed receiver, based on the authority granted to him by the Belgian law on bankruptcy (Law of 8 August 1997 the “Bankruptcy Law”) will verify the accounts and has the power to question, subject to the conditions laid down in the Bankruptcy Law, every transaction that has occurred prior to the bankruptcy and which may have either (i) contributed to the bankruptcy or (ii) had a negative effect on the position of the creditors. If he finds evidence of (i) or (ii), the receiver can request the court to declare the transaction void. The receiver can question transactions made prior to the commencement of the bankruptcy procedure. However, the amount of time that has lapsed since the transaction is relevant.

211 Transactions within the “suspect period” Pursuant to Article 17 of the Bankruptcy Law, any transaction described therein (the list of transactions is below) that has occurred during what is called the “suspect period” is capable of being declared void at the request of the receiver. The starting point of the suspect period is the date when the company is considered to have been in “cessation of payment”—meaning that the company had stopped paying the majority of its creditors. The suspect period is determined by the court and can be up to six (6) months prior to commencement of the bankruptcy proceedings. The transactions enumerated under Article 17 of the Bankruptcy Law are: • all acts of gratuity or other acts where the bankrupt company receives less for an asset than the original cost; • all payments (in cash or by transfer or set off) of undue debts or payments in kind if due debts; and • all mortgages and pledges on assets of the bankrupt company to guarantee prior debts. Article 18 of the Bankruptcy Law states that all other payments made within the suspect period can be declared void at the request of the receiver if the recipient of such payment was aware of the “cessation of payment” by the company.

Transactions beyond the “suspect period” Pursuant to Article 20 of the Bankruptcy Law, to have transactions declared void where more than the suspect period has lapsed between the transaction and the bankruptcy proceedings, the receiver will have to demonstrate that the transaction was done with fraudulent intent towards the creditors of the company.

Grace Periods In addition enforcement rights may, like those of any other creditor, be subject to Article 1244-1 of the Belgian Civil Code. Pursuant to the provisions of these articles, Belgian courts may, in any civil proceeding involving a debtor, defer or otherwise reasonably reschedule the payment dates of payment obligations. Belgian courts can also decide that the interest rate applicable be reduced if it is considered to exceed the normal rate applicable to similar debts.

Limitations on the validity and enforceability of the Guarantees of the Belgian Guarantors The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Indenture has been jointly and severally unconditionally and irrevocably guaranteed by each of the Guarantors in the Indenture (including the Belgian Guarantors (as defined below) (i.e. Thomas Cook Belgium NV and Thomas Cook Airlines Belgium NV)). Guarantee limitation provisions (substantially in the following form) will be included in the Indenture in respect of the Belgian Guarantors. In the event that an additional guarantor is added, any applicable guarantee limitations shall be set out in the supplemental indenture applicable to such additional Guarantor.

Limitations—Belgian Guarantors The guarantee of a Guarantor having its registered office (maatschappelijke zetel/siege social) in Belgium (a “Belgian Guarantor”) under the Notes shall at any time be limited to a maximum aggregate amount equal to 90 per cent. of the net assets (as defined in article 617 of the Belgian Companies Code) of that Belgian Guarantor as shown by its most recent audited annual financial statements available at the time any of the guarantees, obligations, liabilities, indemnities and undertakings of that Belgian Guarantor become due. The above limitation will not apply in relation to the outstanding aggregate amount of any intra-group loans, facilities and other cash or credit advances (whether made in current account, as loan or otherwise) which are made to that Belgian Guarantor by any other member of the Thomas Cook group by using the proceeds of the Notes. In addition, the guarantee provided by each Belgian Guarantor is subject to the rules relating to corporate benefit: the grant of a guarantee by a Belgian company for the obligations of another group company must be for the corporate benefit of the granting company. The question of corporate benefit must be determined on a case-by-case basis and consideration has to be given to any direct benefit that each Belgian Guarantor would derive from the transaction.

212 France In the event that the “centre of main interests”, as defined in the EU Insolvency Regulation (as defined above), of the Issuer or the Guarantors were deemed to be in France, French courts would have jurisdiction to open main insolvency proceedings. In the event that the Issuer or the Guarantors have only an establishment in France, but not their main centre of interest, French courts would have jurisdiction to open territorial insolvency proceedings. French insolvency proceedings include safeguard proceedings (procédure de sauvegarde), fast track safeguard proceedings (procédure de sauvegarde accélérée), fast track financial safeguard proceedings (procédure de sauvegarde financière accélérée), judicial reorganisation (redressement judiciaire) and judicial liquidation proceedings (liquidation judiciaire). In general, French safeguard and reorganisation legislation favours the continuation of the business and the protection of employment over the protection of creditors. In addition, in the event that the Issuer or the Guarantors are incorporated in France, French courts could open so-called “amicable proceedings”, namely mandat ad hoc or conciliation.

Grace periods In addition to pre-insolvency and insolvency laws discussed below, your enforcement rights may, like those of any other creditor, be subject to Article 1244-1 of the French Code civil.

Pursuant to the provisions of this article, French courts may, in any civil proceeding involving a debtor, defer or otherwise reschedule over a maximum period of two years the payment dates of payment obligations and decide that any amounts, the payment date of which is thus deferred or rescheduled, will bear interest at a rate that is lower than the contractual rate (but not lower than the legal rate) or that payments made shall first be allocated to repayment of principal. A court order made under Article 1244-1 of the French Code civil will suspend any pending enforcement measures, and any contractual interest or penalty for late payment will not accrue or be due during the period ordered by court. If conciliation proceedings have been opened, the President of the Court having opened this proceeding may have jurisdiction to order such grace periods against a creditor seeking payment of its claim either during the conciliation proceeding or during the implementation of a conciliation agreement, subject to certain conditions.

Court assisted amicable proceedings French law provides for two types of amicable proceedings. Mandat ad hoc proceedings may only be initiated by the debtor company itself, in its sole discretion, provided that it experiences difficulties of any nature while being able to pay its due debts with its liquid assets. Conciliation proceedings may only be initiated by the debtor company itself, in its sole discretion, provided that it experiences or anticipates legal, economic or financial difficulties (1) while still being able to pay its debts as they fall due out of its available assets (i.e., the company is not in cessation des paiements) or (2) while being in cessation des paiements for less than 45 days. Mandat ad hoc and conciliation proceedings are informal proceedings carried out under the supervision of the president of the court. The president of the court will appoint a third party (as the case may be, a mandataire ad hoc or a conciliateur) in order to help the debtor to reach an agreement with its creditors, in particular by reducing or rescheduling its indebtedness or organise a sale of all or part of the debtor's business which will be implemented in a subsequent formal insolvency proceeding. The debtor may propose, in the filing for the commencement of the proceedings, the appointment of a particular person as the court-appointed third party. Arrangements reached through such proceedings are non-binding on non- parties, and the mandataire ad hoc or conciliateur has no authority to force the parties to accept an arrangement. Any contractual provision imposing tougher contractual terms and conditions triggered by the opening of amicable proceedings or by the mere filing of a request for opening of amicable proceedings, is deemed null and void. Any contractual provision requiring the debtor to bear, by reason only of the opening of amicable proceedings, more than three-quarters of the fees of the professional advisors retained by creditors in connection with these proceedings, are deemed null and void.

Mandat ad hoc proceedings Such proceedings are confidential. Unlike in conciliation proceedings, the agreement reached by the parties, if any, may be reviewed by the president of the court, but cannot be acknowledged (constaté) by the president of the court or approved by the court (homologué). There is no time limit for the duration of the mandat ad hoc proceedings. 213 Conciliation proceedings • Such proceedings are confidential. If an agreement is reached among the parties in the context of conciliation proceedings, it may be either acknowledged (constaté) by the president of the court or, at the request of the debtor (and provided that certain conditions are satisfied), approved (homologué) by the court (in which case the proceedings cease to be confidential). The conciliateur may also be entrusted with the mission of preparing a potential sale of all or part of the debtor's assets, which could be implemented in the framework of a subsequent insolvency proceeding. • While acknowledgement (constatation) of the agreement by the president of the court does not entail any specific consequences, other than to render the agreement immediately enforceable and binding upon the parties thereto, approval (homologation) by the court has the following consequences: ⃝ creditors who, during conciliation proceedings that led to the court-approval of a conciliation agreement as part of the sanctioned agreement, provided new money or goods or services designed to ensure the continuation of the business of the distressed company (other than shareholders providing new equity) will enjoy priority ranking of their claims over all pre-petition and post-petition claims (other than certain post-petition employment claims and procedural costs), and will be protected against the risk of having their claims rescheduled by the court without their consent in a court-imposed plan (except if creditors' committees are created and if the required voting majority is reached in the creditors' committee to which they belong), in the event of subsequent safeguard proceedings, judicial reorganisation proceedings or judicial liquidation proceedings; and ⃝ in the event of subsequent judicial reorganisation proceedings or judicial liquidation proceedings, the date of the cessation des paiements cannot be determined by the court as having occurred earlier than the date of the approval of the agreement (see below for the definition of cessation des paiements), except in case of fraud. A third party, which is a co-obligor or has granted a guarantee (sûreté personnelle) or a security interest to guarantee the obligations of the debtor can benefit from the provisions of the acknowledged or approved agreement. In addition, during the execution of the conciliation agreement (either acknowledged or approved), the compounding of interest is prohibited for claims that are restructured in the conciliation agreement.

Court controlled pre-insolvency and insolvency proceedings The following French pre-insolvency and insolvency proceedings may be initiated by or against a company in France: (a) safeguard proceedings (procédure de sauvegarde) or fast track safeguard proceedings (procédure de sauvegarde accélérée) or fast track financial safeguard proceedings (procédure de sauvegarde financière accélérée), if such company, while not being in cessation des paiements, is facing difficulties which it cannot overcome. To be eligible to the fast track (financial) safeguard proceedings, the company must fulfil additional conditions (see below, Financial creditors' committees and adoption of the fast track financial safeguard plan) and may be “cessation des paiments'' at the time of request for opening if it has not been in “cessation des paiements” for more than 45 days; or (b) judicial reorganisation (procédure de redressement judiciaire) or judicial liquidation (procédure de liquidation judiciaire) proceedings if such company is in cessation des paiements. The proceedings may be initiated before the relevant court in the event of (a) above, upon petition by the company only; and in the event of (b) above or upon petition by the company, any creditor or the public prosecutor. While a company does not have an obligation to apply for safeguard or fast track (financial) safeguard proceedings, it is required to petition for the opening of judicial reorganisation or judicial liquidation proceedings within 45 days of becoming unable to pay its due debt out of its available assets (cessation des paiements), unless it has filed a request for the opening of conciliation proceedings before the expiry of this period. Directors and, as the case may be, de facto managers of the company, may be subject to civil liability if they fail to comply with this duty. In safeguard and judicial reorganisation proceedings, a court appointed administrator (whose name can be suggested by the debtor and the public prosecutor in case of safeguard and by the public prosecutor, in case of a judicial reorganisation) investigates the business of the company during an initial observation period, which may last for up to six-months renewable once (plus an additional six-months under exceptional circumstances). In fast track safeguard proceedings or fast track financial safeguard proceedings, the court 214 also appoints as administrator (which can, and generally will be) the conciliateur who was appointed in the conciliation proceedings. Fast track safeguard proceedings may last up to three months. Fast track financial safeguard proceedings may last up to one month, unless the Court decides to extend it by an additional month. In safeguard proceedings, fast track safeguard proceedings or fast track financial safeguard proceedings, the administrator's mission is limited to either supervising the debtor's management or assisting it, and (in case of safeguard proceedings) preparing a safeguard plan for the company together with the debtor. In judicial reorganisation proceedings, the administrator's mission is usually to assist the management and to make proposals for the reorganisation of the company, which proposals may include the sale of all or part of the company's business to a third party. In judicial reorganisation, the court may also decide that the administrator will manage the company him/herself. At any time during this observation period, the court can order the liquidation of the company if its rescue has become manifestly impossible. In judicial liquidation proceedings, the court appointed liquidator becomes the sole representative of the company. Any contractual provision imposing the automatic termination of a contract or the anticipated maturity of unmatured debts or imposing tougher terms and conditions upon the opening of insolvency proceedings, is deemed null and void.

Creditors' committees and adoption of the safeguard or reorganisation plan In safeguard and judicial reorganisation proceedings, in the case of large companies (i.e. if the debtor (a) has more than 150 employees or a turnover greater than €20,000,000 and (b) its accounts are certified by a statutory auditor or carried out by a certified public accountant), or upon request from the debtor or the administrator, two creditors' committees (one for credit institutions and “assimilated entities” having a pre- filing claim against the debtor and the other for suppliers of goods and services having a pre-filing claim that represents more than 3 per cent. of the total amount of the claims of all the debtor's suppliers) must be established. In addition, if there are any outstanding debt securities in the form of “obligations” (such as bonds or notes) issued by the debtor, a general meeting gathering all holders of such debt securities (the “bondholders general meeting”) must be convened. All bondholders and noteholders will be represented in the same bondholders' general meeting, whether or not there are different issuances and no matter what the governing law of those “obligations” may be. The Notes offered hereby constitute “obligations” for purposes of a safeguard, fast track safeguard, fast track financial safeguard or reorganisation proceedings of the issuer. The creditors' committees and the bondholders' general meeting will be consulted on the safeguard or reorganisation plan prepared by the debtor's management and the administrator during the observation period. Any member of the creditors' committees may propose a restructuring plan as an alternative. Any such alternative draft restructuring plan must be submitted to the vote of the creditors' committees and the bondholders' general meeting along with the debtor's draft plan. In the first instance, the plan must be approved by each of the two creditors' committees. Each committee must announce whether its members approve or reject such plan within 15 to 30 days of its proposal by the company, the bankruptcy judge having the power to extend this timeframe. Such approval requires for each committee the affirmative vote of the creditors holding at least two-thirds of the value of the claims held by members of such committee that participated in such vote. Specific rules apply to certain creditors or bondholders. In particular, (i) creditors or bondholders whose claims are not affected by the plan, or whose claims are to be repaid immediately after the adoption of the plan, do not vote, and (ii) the voting rights of creditors or bondholders that are subject to voting agreement, subordination agreement or agreement allowing them to be entirely or partially reimbursed for their claim by a third party (e.g., CDS, sub-participation agreements and guarantees) may be modulated by the administrator (subject to a potential review by the President of the court). Following the approval of the plan by the two creditors' committees, the plan will be submitted for approval to the bondholders' general meeting. The approval of the plan at such meeting requires the affirmative vote of bondholders representing at least two-thirds of the amount of the “obligations” held by creditors voting in the bondholders' general meeting. Following approval by the creditors' committees and the bondholders' general meeting, the plan must be submitted for approval by the relevant court. In considering such approval, the court must verify that the interests of all creditors are sufficiently protected. Once approved by the court, the safeguard or reorganisation plan accepted by the committees and the bondholders' general meeting will be binding on all the members of the committees and all bondholders (including those who voted against the adoption of the plan). A safeguard or reorganisation plan may include debt deferrals, debt write-offs, debt-for-equity swaps or other measures. 215 With respect to creditors who are not members of the committees, or in the event no committees are established, or in the event any of the committees or the bondholders' general meeting has refused to give its consent to the plan within a certain timeframe, creditors will be consulted on an individual basis, and asked whether they accept debt deferrals and/or write-offs provided for in the plan. In those circumstances, the court has the right to accept or reduce debt deferrals or write-offs with respect to the claims of creditors who have consented to such measures, but it may only impose uniform debt deferrals (with interest) for a maximum period of 10 years with respect to the claims of non-consenting creditors. The court cannot oblige creditors to waive part of their claim. The first payment must be made within a year of the judgment adopting the plan. In the third and subsequent year, the amount of each annual instalment must be at least 5 per cent. of the total amount of the debt (subject to specific rules regarding loans whose maturity date falls after the first instalment of the restructuring plan or after the end of the restructuring plan). Safeguard proceedings can be converted into judicial reorganisation proceedings in specific situations, in particular (and even if the debtor is not in a state of cessation of payments) if no plan has been adopted by the creditors' committees and the bondholders' general meeting and provided that (i) the adoption of a safeguard plan is manifestly impossible, and (ii) the termination of the safeguard proceedings would shortly and certainly lead to a situation of insolvency (cessation des paiements). Such conversion can be requested not only by the debtor but also by the administrator or the creditors' representative or the public prosecutor. In judicial reorganisation proceedings, if certain (restrictive) conditions are met, the administrator may request the appointment of an official that will be entitled to (i) convene a shareholders' meeting to vote on a share capital increase in favour of persons that undertake to comply with the plan and (ii) to exercise the voting rights of certain shareholders that are opposed to such a share capital increase.

Adoption of a safeguard plan in the framework of fast track safeguard proceedings or fast track financial safeguard proceedings Envisaged as a means of facilitating “pre-pack” bankruptcies in France, fast track safeguard and fast track financial safeguard proceedings permit a debtor, the majority but not all of the creditors (or financial creditors in case of fast track financial safeguard proceedings) of which support a conciliation agreement, to rapidly begin a safeguard proceeding, allowing a restructuring plan to be approved by the two-third vote of the creditors committees and bondholders' general meeting applicable in safeguard proceedings. In fast track financial safeguard proceedings, only financial creditors are subject to a stay of their claims and actions and subsequently implicated in such a restructuring plan (i.e. it does not entail suspension of payments to suppliers), as opposed to fast track safeguard proceedings, which affect all creditors. In order to file for a fast track safeguard proceeding or a fast track financial safeguard proceeding, the debtor company must (i) be engaged in a conciliation procedure, (ii) be able to pay its due debts with its available assets or have started conciliation proceedings before the expiry of a 45-day period after it became unable to do so, (iii) face financial difficulties which it finds itself unable to overcome, (iv) have prepared a restructuring plan ensuring the continuation of the company which is likely to be approved by the relevant creditors' committees and bondholders' general meeting, and (v) either (1) have consolidated accounts or (2) have more than 20 employees or a turnover greater than €3,000,000 (excluding tax) or total assets greater than €1,500,000, and have its accounts certified by a statutory auditor or carried out by a certified public accountant. Under fast track financial safeguard proceedings, the credit institutions committee and the bondholders' general meeting shall be consulted on a draft restructuring plan developed during the conciliation period. Under fast track safeguard proceeding, the committee of main suppliers also must be convened. If the draft restructuring plan is adopted, it must then be submitted for court approval. The credit institutions committee and the bondholders' general meeting can be called with a reduced minimal eight day notice period to vote on the plan.

The “suspect period” (période suspecte) in judicial reorganisation and liquidation proceedings The insolvency date, defined as the date when the debtor becomes unable to pay its due debts out of its available assets (cessation des paiements), is generally deemed to be the date of the court decision commencing the judicial reorganisation or judicial liquidation proceedings. However, in the decision commencing judicial reorganisation or liquidation proceedings or in a subsequent decision, a court may determine that the insolvency date be deemed to be an earlier date, up to 18 months prior to the court decision commencing the proceedings. The insolvency date is important because it marks the beginning of the “suspect period” (période suspecte). Certain transactions entered into by the debtor during the suspect period are, by law, void or voidable.

Void transactions include transactions or payments entered into during the suspect period that may constitute voluntary preferences for the benefit of some creditors to the detriment of other creditors. These include in particular transfers of assets for no consideration, contracts under which the reciprocal obligations

216 of the debtor significantly exceed those of the other party, payments of debts not due at the time of payment, payments made in a manner which is not commonly used in the ordinary course of business, security granted for debts previously incurred, and provisional measures, unless the right of attachment or seizure predates the date of suspension of payments, share options granted or sold during the suspect period, the transfer of any assets or rights to a trust arrangement (fiducie) (unless such transfer is made as a security for a debt incurred at the same time), and any amendment to a trust arrangement (fiducie) that dedicates assets or rights as a guaranty of antecedent debts. Voidable transactions include (i) transactions entered into, (ii) payments made when due, or (iii) certain provisional and final attachment measures, in each case, if such actions are taken after the debtor was in cessation des paiements and the party dealing with the debtor knew that the debtor was in cessation des paiements at the time. Transactions relating to the transfer of assets for no consideration are also voidable when carried out during the six-month period prior to the beginning of the suspect period.

Status of creditors during safeguard, fast track safeguard, fast track financial safeguard, judicial reorganisation or judicial liquidation proceedings As a general rule, creditors domiciled in France whose debts arose prior to the commencement of court controlled pre-insolvency and insolvency proceedings must file a proof of claim (déclaration de créances) with the creditors' representative within two months of the publication of the court decision in the Bulletin Officiel des annonces civiles et commerciales; this period is extended to four months for creditors domiciled outside France. Creditors who have not submitted their claims during the relevant period are, except for very limited exceptions, precluded from receiving distributions made in connection with the court controlled pre-insolvency and insolvency proceedings. Employees are not subject to such limitations and are preferred creditors under French law. Special rules may apply to bondholders. From the date of the court decision commencing the court controlled pre-insolvency and insolvency proceedings, the debtor is prohibited from paying debts (in fast track financial safeguard proceedings, to financial creditors only) which arose prior to such date, subject to specified exceptions which essentially cover the set-off of related debts and payments made to recover assets for which recovery is required for the continued operation of the business if authorized by the bankruptcy judge. During this period, creditors are prevented from initiating any individual legal action against the debtor with respect to any claim that arose prior to (and certain claims that arose after) the court decision commencing the court controlled pre- insolvency and insolvency proceedings if the objective of such legal action is: • to obtain an order for payment of a sum of money by the debtor to the creditor (however, the creditor may require that a court determine the amount due if the action was initiated before the commencement of the court controlled pre-insolvency and insolvency proceedings); or • to terminate or cancel a contract for non-payment of amounts owed by the creditor; or • to enforce security interests against the debtor's assets. In addition, as from the date of the court decision commencing the court controlled insolvency proceedings, interest stops accruing except for loans with maturities equal or greater than a year and for contracts with payments deferred for one year or more. Additionally, the compounding of interests is prohibited. During safeguard, fast track safeguard, fast track financial safeguard and judicial reorganisation proceedings, the maturity date of the debtor's obligations is maintained (subject to the terms and conditions of a safeguard or reorganisation plan). Contractual provisions such as those contained in the Indenture governing the Notes that would accelerate the payment of the debtor's obligations upon the occurrence of certain insolvency events are not enforceable under French law. The opening of liquidation proceedings does generally automatically accelerate the maturity of all of the debtor's obligations. However, the court may allow the business to continue for a period of no more than three months (renewable once) if it considers that a sale of part or all of the business is possible, or that public interest or the interest of creditors so commands in which case the debtor's obligations are deemed mature on the day the court approves the sale of the business or the date on which the authorisation of continued activity expired. The administrator may also terminate or, provided that the debtor fully performs its post-petition contractual obligations, continue on-going contracts. If the court adopts a safeguard plan or a reorganisation plan, claims of creditors included in the plan will be paid according to the terms of the plan. With respect to those creditors who do not accept plans proposed by the administrator and the company or by the relevant creditors, the court may reschedule the payment of their claims over a maximum period of ten years (but for the claims benefitting from the new money privileged). The court can also set a time period during which the assets that it deems to be essential to the continued business of the debtor may not be sold without its consent.

217 In either in judicial reorganisation or judicial liquidation proceedings, the court may also decide to adopt a plan for the sale of the business (together with a certain number of employees and contracts) to a third party (plan de cession), without any need to obtain the consent of either the debtor, creditors or co- contractors, if no restructuring plan is drafted or if the draft restructuring plans appear obviously incapable of restoring the debtor's viability. Any third party may make a bid to that effect as from the opening of judicial reorganisation of judicial liquidation proceedings. If such a plan is adopted, the proceeds of the sale will be allocated for the repayment of the creditors according to the ranking of their claims. The sale price is frequently significantly lower than the aggregate value of the assets, as the courts give priority to the preservation of jobs over the repayment of creditors. French insolvency law assigns priority to the payment of certain preferential creditors, including employees, officials appointed by the commercial court, creditors who, during the conciliation proceedings that led to the court-approval of a conciliation agreement, or within the framework of a court approved conciliation agreement, have provided new money or goods or services, post-petition creditors, certain secured creditors, and the French Treasury.

The insolvency laws of France may not be as favourable to you as the U.S. bankruptcy laws and may preclude holders of the notes from recovering payments due on the notes In the event of the insolvency of the French Guarantor (as defined below), main insolvency proceedings could be initiated in France and governed by French law to the extent such company has its head office in France, as the head office (siege social) is presumed to be the “centre of main interest” pursuant to the EU Insolvency Regulation (as defined above). However, this presumption is rebuttable. If the “centre of main interest” of the French Guarantor is located in any Member State of the European Union (except for Denmark) other than France, main insolvency proceedings may be initiated against such entity in such Member State and such proceedings would be subject to the insolvency laws of such Member State. Territorial insolvency proceedings may also be opened in any Member State where the French Guarantor has an establishment.

French Guarantor Limitation The notes will be guaranteed by the Guarantors, including Thomas Cook SAS, an entity incorporated in France (the “French Guarantor”). The credit support provided by the French Guarantor is subject to: • the rules relating to financial assistance pursuant to which a company is prohibited from guaranteeing indebtedness of another company that is used, directly or indirectly, for the purpose of the acquisition or the subscription of its shares, the guarantee may not include any obligation which, if incurred, would constitute prohibited financial assistance within the meaning of article L. 225-216 of the French Code de Commerce or an infringement of the provisions of articles L. 242-6 or L. 244-1 of the French Code de Commerce (or any other laws or regulations having the same effect, as interpreted by French courts) and • the rules relating to corporate benefit: the grant of a guarantee by a French company for the obligations of another group company must be for the corporate benefit of the granting company. The question of corporate benefit must be determined on a case-by-case basis and consideration has to be given to any direct benefit that the French Guarantorcompany would derive from the transaction. Based on current French case law:

⃝ the company giving the guarantee or security must itself receive an actual benefit consideration or advantage from the transaction involving the giving of the guarantee or security taken as a whole which is commensurate with the liability which it takes on under the guarantee or security; ⃝ the guarantee or security must be in the overall interest of the group; and ⃝ in regards to group benefit, if applicable, the guarantor or security provider and the person whose obligations are being guaranteed or secured must belong to the same group and have real common economic purposes and policy, and the guarantee or security, and the transaction to which it relates, must be entered into in furtherance of the common economic interest of the group as a whole (not just its shareholders) and the liability under the guarantee or security should be commensurate with such group benefit. Accordingly, the guarantee by the French Guarantor is limited, where the guaranteed entities are not a direct or indirect subsidiary of that French Guarantor, to the amount of the proceeds of the notes that have been directly or indirectly made available to such French Guarantor (or any of its subsidiaries) via intercompany loans that are outstanding and owed by such French Guarantor (or any of its subsidiaries) under such intercompany loans on the date a payment is requested to be made by such French Guarantor.

218 Moreover, any payment due from, or made by, a French Guarantor in connection with the notes will reduce pro tanto the outstanding amounts due by such French Guarantor, and/or its direct or indirect subsidiaries (if any), under the intercompany loans, referred to in the previous paragraph. In addition, if a French Guarantor receives, in return for issuing the guarantee, an economic return that is less than the economic benefit such French Guarantor would obtain in a transaction entered into on an arms-length basis, the difference between the actual economic benefit and that in a comparable arms' length transaction could be taxable under certain circumstances.

Germany

Insolvency Considerations related to Germany Some of the Guarantors (Condor Flugdienst, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin) (the “German Guarantors”) are organised under the laws of Germany. Consequently, in the event of an insolvency of these Guarantors, insolvency proceedings may be initiated in Germany. As long as the “centre of main interests” (as this term is used in Council Regulation (EC) no. 1346/2000 on insolvency proceedings) is located in Germany, German courts would have jurisdiction over and German law would generally govern most aspects of such proceedings. In addition, secondary insolvency proceedings may be applied for by the insolvent company or any of its creditors where the insolvent company has an establishment or assets in another jurisdiction. Where secondary insolvency proceedings are initiated, the insolvency law of the state of the secondary insolvency proceedings would be applicable to the assets located in such state. German insolvency law provides that insolvency proceedings may be initiated by the debtor or its creditors in the event of over-indebtedness (Überschuldung) of the debtor (in particular in case its liabilities exceed the value of its assets, regardless of whether the debtor has sufficient liquidity to meet its current obligations) or in the event of illiquidity (Zahlungsunfähigkeit) of the debtor (in particular in case it is unable to pay its debts as and when they fall due) (zahlungsunfähig). Generally, a German company (i.e. one of the German Guarantors) would be considered illiquid if it is unable to make payments when due, which means that it is not able to meet at least 90 per cent. of its due financial obligations within a period of three weeks. In the case of over-indebtedness (Überschuldung) even if the debtor's liabilities exceed the value of its assets, such debtor is not deemed overindebted if, depending on the circumstances, there is a high likelihood that the debtor will be financially strong enough to stay in business not only for the short term (positive Fortführungsprognose). In addition, the debtor may file for insolvency proceedings if its illiquidity is threatening, so that it is prone to risk of being unable to pay its debts as and when they fall due (drohende Zahlungsunfähigkeit). German insolvency law provides that managing directors (Geschäftsführer) or members of the board (Mitglieder des Vorstands) of a company must file a petition for the opening of an insolvency proceeding without undue delay but no later than three weeks after such company has become illiquid or over-indebted. The members of the management of a debtor might be the subject of criminal proceedings in the event that they delay filings for insolvency. The insolvency proceedings are under the control of the competent court, and upon receipt of the insolvency petition, the court usually takes preliminary measures to secure the property of the debtor. In particular, the court may appoint (i) a preliminary insolvency administrator (vorläufiger Insolvenzverwalter), whose consent is needed for all further management decisions, or (ii) in case of self-administration (Eigenverwaltung) a preliminary custodian (vorläufiger Sachwalter) who supervises the management in favour of the creditors. The court may prohibit or suspend any measures taken to enforce individual claims against the debtor's assets during these preliminary proceedings. The court orders the opening of insolvency proceedings (Eröffnungsbeschluss) as soon as certain formal requirements are met — in particular, illiquidity, threatening illiquidity or over- indebtedness (unless there is a sufficient going concern perspective). Furthermore, it is required that there are sufficient assets to cover at least the cost of the insolvency proceedings. Also, the court appoints an insolvency administrator (Insolvenzverwalter) who has full administrative and disposal authority over the debtor's assets. For holders of the Notes, the most important consequences of the opening of insolvency proceedings against any or all of the German Guarantors would be the following: • the right to administer and dispose of assets of the German Guarantor would generally pass to the insolvency administrator (Insolvenzverwalter) as sole representative of the insolvency estate; • assuming that the insolvent German Guarantor is not granted self-administration status, disposals effected by its management are null and void after the opening of formal insolvency proceedings by operation of law; • if, during the final month preceding the date of filing for insolvency proceedings or thereafter, a creditor in the insolvency proceedings acquires through execution (e.g., attachment) a security interest in part of the debtor's property that would normally form part of the insolvency estate, 219 such security becomes null and void by operation of law upon the opening of formal insolvency proceedings; and • claims against the insolvent German Guarantor may generally only be pursued in accordance with the rules set forth in the German Insolvency Code (Insolvenzordnung). All creditors of the insolvent German Guarantor, whether secured or unsecured, wishing to assert claims against the debtor, need to participate in the insolvency proceedings. With exceptions for certain secured creditors, an individual enforcement action brought against the debtor by any of its creditors is subject to an automatic stay once the insolvency proceedings have been opened. Secured creditors have certain preferential rights regarding the enforcement of their security interests. However, German insolvency law provides for certain restrictions on their ability to enforce security interests once proceedings have been commenced. In many cases, the insolvency administrator will have the sole right to commercialise the security. As a principle, the insolvency administrator is exclusively entitled (i) to realise any moveable assets which are subject to preferential rights (Absonderungsrechte) (e.g., pledges over movable assets and rights (Mobiliarpfandrechte)), transfer by way of security (Sicherungsübereignung)) as well as (ii) to collect any claims that are subject to security assignment agreements (Sicherungsabtretungen). The proceeds minus certain contributory charges of generally nine per cent. of the proceeds (plus VAT, if any) for (i) assessing the value of the secured assets and (ii) realising the secured assets are paid to the creditor holding a security interest in the relevant collateral up to an amount equal to its secured claims. Contributory charges deducted from the enforcement proceeds and any realisation surplus that remains after satisfaction of any party holding a preferential right will be allocated to the insolvency estate and would, after deduction of the costs of the insolvency proceedings (comprising, e.g., fees for and expenses of the insolvency administrator and the insolvency court as well as the members of the creditors' committee), finally be distributed among the unsecured creditors, including the holders of the Notes. An alternative distribution of enforcement proceeds can be proposed in an insolvency plan (Insolvenzplan) that can be submitted by the debtor or the insolvency administrator. An insolvency plan requires, in principle, the consent of the debtor and the consent of each class of creditors in accordance with specific majority rules. Under German insolvency law, there is no consolidation of the assets and liabilities of a group of companies in the event of insolvency. In order to protect the financial interests of the creditors, an insolvency administrator may avoid (anfechten) transactions which are detrimental to insolvency creditors and which were effected prior to the commencement of insolvency proceedings. Such transactions can include the payment of any amounts to the holders of the Notes as well as potential provision of security for their benefit. The insolvency administrator's right to avoid transactions under the German Insolvency Code can, depending on the circumstances, extend to transactions during a period of up to ten years prior to the petition for commencement of insolvency proceedings. In the event such transactions were successfully avoided, the holders of the Notes would be under an obligation to repay the amounts received or to waive any security provided (as the case may be). In addition, before the opening of insolvency proceedings, a creditor who has obtained an enforcement order has the right to avoid certain transactions, such as the payment of debt and the granting of security pursuant to the German Code on Avoidance (Anfechtungsgesetz). In particular, a transaction (which term includes the provision of security or the payment of debt) may be avoided in the following cases: • the transaction was entered into by the debtor (i.e. one of the German Guarantors) and is directly detrimental to its insolvency creditors if the transaction was effected: (i) during the three- month period prior to the petition for commencement of insolvency proceedings over the assets of the debtor and the debtor was unable to make payments when due at the time of the transaction and the beneficiary of the transaction (i.e. the holders of the Notes) had positive knowledge thereof at such time, or (ii) after a petition for the commencement of insolvency proceedings and the beneficiary of the transaction had knowledge of either the debtor's inability to make payments when due or of the petition for commencement of insolvency proceedings at the time of the transaction; • the transaction was entered into during the ten-year period prior to the petition for the commencement of insolvency proceedings with the debtor's actual intent to disadvantage creditors, provided that the beneficiary of such transaction had positive knowledge of the debtor's intent at the time of the transaction; • the transaction granting an insolvency creditor security or satisfaction to which such creditor had no right or no right to claim in such manner or at such time it was entered into and such transaction took place (i) within the month prior to the petition for commencement of insolvency proceedings; (ii) within the second or third month preceding such petition and the debtor was unable to make payments when due at the time of such transaction; or (iii) within the second and third month prior to the petition for commencement of insolvency proceedings and the creditor had positive knowledge at the time of the transaction that it was detrimental to the creditors of the debtor; or 220 • the transaction granting an insolvency creditor security or satisfaction to which such creditor had a right and such transaction took place (i) within the three-month period prior to the petition for the commencement of insolvency proceedings and the debtor was unable to make payments when due at the time of the transaction and the beneficiary of the transaction had positive knowledge thereof at such time, or (ii) following a petition for the commencement of insolvency proceedings and the creditor had positive knowledge of either the debtor's inability to make payments when due or of the petition for commencement of insolvency proceedings at the time of the transaction. In this context, “knowledge” is generally deemed to exist if the other party is aware of the facts from which the conclusion must be drawn that the insolvent company (i.e. the relevant German Guarantor) was unable to pay its debts generally as they fell due, that a petition for the commencement of insolvency proceedings had been filed, or that the act was detrimental to, or intended to prejudice, the insolvency creditors, as the case may be. The insolvent company is deemed to have acted with the intention to prejudice its insolvency creditors not only if prejudicing its creditors was the final objective of its acts but also if the insolvent company was aware that its acts might prejudice its creditors and accepted this to achieve a different objective (dolus eventualis). A third person is deemed to have knowledge of the intention to prejudice the insolvency creditors if it knew of the insolvent company's threatening illiquidity and that the transaction prejudiced the insolvent's creditors. With respect to a “related party”, there is a general statutory presumption that such party had “knowledge”. The term “related party” includes, subject to certain limitations, in the case of insolvent companies that are corporate persons, members of the management or supervisory board, shareholders owning more than 25 per cent. of the insolvent company's share capital, persons or companies holding comparable positions that give them access to information about the economic situation of the insolvent company, and persons that are spouses, relatives or members of the household of any of the foregoing persons.

If the guarantees were avoided, holders of the Notes would only have a general unsecured claim in insolvency proceedings in the amount of their original investment. Any amounts received under the Guarantees that have been avoided would have to be repaid to the insolvent estate. In addition, the holders of the Notes should consider that the guarantees entered into by each of the German Guarantors will contain provisions intended to limit the maximum amount payable thereunder in circumstances that could otherwise give rise to the managing directors' or board members' personal liability under German law, including German Federal High Court decisions, and be effectively subordinated to the claims of the German Guarantor's third-party creditors as a result of limitations applicable to the guarantee.

Limitations on the validity and enforceability of the Guarantees of the German Guarantors The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Indenture has been jointly and severally unconditionally and irrevocably guaranteed by each of the Guarantors in the Indenture. Pursuant to the Indenture, the guarantees granted thereunder (the “Notes Guarantees”) constitute direct (subject as set out below) unconditional, unsubordinated and unsecured obligations of each Guarantor and rank pari passu with all other outstanding unsecured and unsubordinated obligations of such Guarantor, present and future, but only to the extent permitted by applicable laws relating to creditors' rights as further set out below. Provisions substantially in the following form in relation to the limitations in respect of the German Guarantors will be included in the Indenture. In the event that an additional Guarantor is added, any applicable limitations shall be set out in the supplemental indenture applicable to such additional Guarantor.

Limitations—German Guarantors (a) This Notes Guarantee and/or any other indemnity provided for under this Indenture shall be valid and enforceable against a Guarantor which is organised under the laws of the Federal Republic of Germany in the form of a stock corporation (Aktiengesellschaft, a “German AG Guarantor”) and/or a Guarantor being a Subsidiary (other than a Subsidiary of such German AG Guarantor which became a Guarantor before it became a Subsidiary of such German AG Guarantor) of such German AG Guarantor (the “German AG Subsidiary Guarantor”) only with respect to any own obligations under the Notes of (i) such German AG Guarantor, (ii) such German AG Subsidiary Guarantor, or (iii) in each case, any of their Subsidiaries. Any restriction under this paragraph (a) shall cease to apply to such German AG Guarantor, such German AG Subsidiary Guarantor or any of their respective Subsidiaries, if such German AG Guarantor is subject to (i) a domination agreement (Beherrschungsvertrag) and/or (ii) a profit and loss sharing agreement (Ergebnisabführungsvertrag) with Thomas Cook Group plc, or any other parent entity, which has been validly registered with the relevant commercial register (Handelsregister).

221 (b) With regard to a German Guarantor (as defined below for purposes of this clause) and without prejudice to its rights to make a demand under these presents, the Trustee on behalf of the Noteholders agrees not to enforce the Notes Guarantee granted and any other indemnity provided for under these presents against any German Guarantor irrespective of whether the relevant German Guarantor is at the time of enforcement incorporated as a limited liability company (a “German GmbH Guarantor”) or as a limited partnership of which the general partner is a limited liability company (a “German GmbH & Co. KG Guarantor”) (each German GmbH Guarantor and each German GmbH & Co. KG Guarantor collectively a “German Guarantor” or the “German Guarantors”) if and to the extent the Notes Guarantee granted and/or indemnity provided under these presents guarantees or indemnifies obligations of a shareholder of any German Guarantor and/or any of its Affiliates (as defined below), in each case other than any direct or indirect subsidiary of such German Guarantor, and if and to the extent the enforcement of such Notes Guarantee and/or indemnity would cause: (1) the relevant German GmbH Guarantor's, or in the case of the German GmbH & Co. KG Guarantor its general partner's, assets (the calculation of which shall take into account the captions reflected in § 266(2) A, B, C, D and E of the German Commercial Code (Handelsgesetzbuch)) less the German GmbH Guarantor's, or in case of a German GmbH & Co. KG Guarantor its general partner's, liabilities, provisions and liability reserves (the calculation of which shall take into account the captions reflected in § 266(3) B, C, D and E of the German Commercial Code) (the “Net Assets”) to be less than the registered share capital (Stammkapital) of the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor of the registered share capital of its general partner (Begründung einer Unterbilanz); or (2) an increase of a shortfall, if the Net Assets of the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor, of its general partner, already fall short of the amount of the registered share capital (Vertiefung einer Unterbilanz). In this paragraph (b) the term “Affiliate” refers to an affiliated company (verbundenes Unternehmen) of a shareholder of the German Guarantor within the meaning of §§ 15 et seq. of the German Stock Corporation Act (Aktiengesetz). (c) For the purposes of the calculation of the Net Assets in this clause the following items shall be adjusted as follows: (1) the amount of an increase in the registered share capital of the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor of its general partner, that has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) without the prior written consent of the Trustee after the date of this Indenture shall be disregarded; and (2) any amount of an increase in the registered share capital that has not been fully paid shall be deducted from the registered share capital; and (3) any loans and other contractual liabilities incurred in violation of the Conditions of the Notes after the date of this Indenture shall be disregarded as liabilities; and (4) any loans provided to a German GmbH Guarantor or, in the case of a German GmbH & Co. KG Guarantor, its general partner, by any member of the Group shall be disregarded if and to the extent that such loans are subordinated or are considered subordinated. (d) In addition to paragraph (b) above, if after enforcement of the Notes Guarantee and/or indemnity the German GmbH Guarantor, or in the case of a German GmbH & Co. KG Guarantor its general partner, would not have Net Assets in excess of its respective registered share capital, any German Guarantor shall dispose of, to the extent permitted by law and commercially justifiable and notwithstanding any other terms of these presents, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the asset and that are not operationally necessary to continue its existing business or can be (subject to commercially reasonable conditions) replaced by way of sale and lease-back, the purchase of services from third parties or otherwise. (e) The limitations set out in this clause shall not apply to a Notes Guarantee granted and/or indemnity provided by the relevant German Guarantor in relation to any proceeds of the Notes to the extent that such proceeds are on-lent to it or any of its Subsidiaries from time to time and have not been repaid. (f) The limitations set out in this clause shall cease to apply

222 (1) on the date on which and as long as a profit and loss sharing agreement (Ergebnisabführungsvertrag) and/or a domination agreement (Beherrschungsvertrag) is registered with the relevant commercial register (Handelsregister) of the relevant German Guarantor; it being understood that (without prejudice to its rights to make a demand under these presents) in such case the Trustee on behalf of the Noteholders shall only be entitled to enforce the amount of any Notes Guarantee or indemnity provided for under these presents without the limitations set out in the preceding paragraphs if and to the extent that it may reasonably be expected (applying the due care of an ordinary businessman (Sorgfalt eines ordentlichen Geschäftsmannes)) that such German Guarantor or, in case of a German GmbH & Co KG Guarantor, its general partner, is able to recover the annual loss (Jahresfehlbetrag) which the dominating entity is obliged to pay pursuant to § 302 of the German Stock Corporation Act (Aktiengesetz), unless there is a final and unappealable judgment of the German Federal High Court (Bundesgerichtshof) that this prerequisite is not required to fall within the scope of the exemption set forth in § 30 paragraph 1 S. 2 of the German Act on Limited Liability Companies; or (2) but only if and to the extent that the relevant German Guarantor's Notes Guarantee and/or indemnity under the Notes is covered by a valuable consideration or recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch). (g) The enforcement of the Notes Guarantee and/or indemnity shall initially be excluded pursuant to this clause if, no later than 10 (ten) Business Days following a request by the Trustee to make a payment under this Notes Guarantee and/or indemnity under these presents, the relevant German Guarantor has provided a certificate signed by two Directors or a Director and a Signatory authorised to represent the relevant German Guarantor pursuant to the articles of association of such German Guarantor to the Trustee: (1) to what extent the Notes Guarantee granted and/or indemnity provided under these presents is an up-stream or cross-stream guarantee and/or indemnity; and (2) which amount of such cross-stream and/or up-stream guarantee and/or indemnity cannot be enforced as it would cause the Net Assets of the relevant German Guarantor, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner, being less than its respective registered share capital (taking into account the adjustments set out in paragraph (c) above and the realisation duties set out paragraph (d) above), (the “Management Determination”) and such confirmation is supported by a reasonably satisfactory calculation provided that the Trustee shall in any event be entitled to enforce this Notes Guarantee and/or indemnity for any amounts where such enforcement would, in accordance with the Management Determination, not cause the relevant German Guarantor's, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner's, Net Assets being less than (or to fall further below) the amount of its respective registered share capital (in each case as calculated and adjusted in accordance with paragraphs (c) and (d) above). (h) Upon the earlier of (i) the Trustee's receipt of a Management Determination or (ii) expiry of the date falling 10 Business Days after a request by the Trustee to make a payment under this Notes Guarantee and/or indemnity under these presents, the enforcement of this Notes Guarantee and/or indemnity shall be excluded pursuant to paragraph (b) above for a period of 30 calendar days. If the Trustee receives within such 30 calendar days period: (1) an up-to date balance sheet together with (2) a determination in each case prepared by auditors of international standard and reputation appointed by the relevant German Guarantor either confirming the Management Determination or setting out deviations from the Management's Determination or, if no Management Determination has been provided, determining those matters which would have been the subject of the Management Determination provided by the relevant German Guarantor under paragraph (g) above (the “Auditor's Determination”), the enforcement of this Notes Guarantee and/or indemnity shall be limited, if and to the extent such enforcement would, in accordance with the Auditor's Determination cause the relevant German Guarantor's, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner's, Net Assets being less than (or to fall further below) the amount of its respective registered share capital in each case as calculated and adjusted in accordance with paragraphs (c) and (d) above. If the relevant German Guarantor fails to deliver an Auditor's Determination within 30 calendar days after receipt of the Management Determination, the 223 Trustee (on behalf of the Noteholders) shall be entitled to enforce this Notes Guarantee and/or indemnity under these presents without any limitation or restriction. (i) For the avoidance of doubt, any balance sheet to be prepared for the determination of the Net Assets shall be prepared in accordance with relevant accounting principles.

(j) Nothing in this Indenture shall be interpreted as a restriction or limitation of the enforcement of this Notes Guarantee and/or indemnity if and to the extent that the Notes Guarantee and/or indemnity guarantees or indemnities the relevant German Guarantor's own obligations or obligations of any of its direct or indirect Subsidiaries. (k) Each German Guarantor, each German AG Guarantor and each German AG Subsidiary Guarantor (each individually a “Relevant German Guarantor” and collectively the “Relevant German Guarantors”) take the view that the granting and enforcement of the Notes Guarantee and/or any indemnity (even if it is upstream or cross-stream) provided under these presents would not result in a personal liability of any member of the board, or managing director, of any Relevant German Guarantor pursuant to § 92(2) S. 3 of the German Stock Corporation Act or § 64 sentence 3 of the German Limited Liability Companies Act. (l) In the event that: (1) any Relevant German Guarantor has delivered to the Trustee: (i) a legal opinion of a reputable German law firm acceptable to the Trustee confirming (without making any qualifications being unreasonable from the Trustee's perspective) by reference to a court decision of the Federal High Court (Bundesgerichtshof) handed down after the date of these presents that (a) according to such new jurisprudence a member of the board and/or managing director of such Relevant German Guarantor will be personally liable upon enforcement of the Notes Guarantee and/or indemnity provided under this Indenture pursuant to § 92(2) S. 3 of the German Stock Corporation Act or § 64 sentence 3 of the German Limited Liability Companies Act and (b) such personal liability of such member of the board or managing director would solely be based on the enforcement of the Notes Guarantee and/or indemnity provided under these presents and not on any other action taken or omission made, in particular not just on the granting of the Notes Guarantee and/or indemnity, by the relevant board member or managing director of such Relevant German Guarantor; and (ii) a certificate signed by two Directors, or two Signatories, authorised to represent the relevant German Guarantor pursuant to the articles of association of such German Guarantor of such Relevant German Guarantor that, as of the date of such certificate, as a result of a the jurisprudence set out in the opinion provided under (l)(1)(i) above, the Relevant German Guarantor no longer agrees with the statement set out in (k) above and requesting the Trustee enter into a supplemental indenture to make such modification to these presents as the Trustee is advised by a reputable German law firm acceptable to and acting for the Trustee at the cost and expense of the Issuer as are necessary to avoid the personal liability for the members of the board and/or managing direct of the Relevant German Guarantor referred to in (l)(1)(i) above (the “Supplemental Indenture”); and (2) the Issuer has delivered to the Trustee a certificate signed by two Directors of the Issuer requesting the Trustee to enter into the Supplemental Indenture, the Trustee for itself and on behalf of the Noteholders shall enter into the Supplemental Indenture. The Trustee shall not be obliged to agree to any modifications under this clause which, in its sole opinion, would have the effect of (i) increasing the obligations or duties of the Trustee or (ii) modifying any of the Trustee's rights or powers or any protective provisions from which the Trustee has the benefit or expose the Trustee to any liability. In the absence of manifest error, the Trustee shall rely on the opinions and/or certifications and/or advice and/or determinations referred to above and such opinions and/or certifications and/or advice and/or determinations shall, in the absence of manifest error, be conclusive and binding on all concerned and no liability to the Issuer, the Guarantors, the Noteholders, the Receipt holders or the Coupon holders shall attach to the Trustee in connection with its actions pursuant to this clause. The Trustee shall not be bound in any case to call for further investigation and/or

224 evidence or be responsible for any liability that may be occasioned by any other person acting on such certificates and/or legal opinions and/or advice. (m) Sub-clauses (a) to (k) shall be construed in light of the interpretation such provisions would be given were they to be governed by German law.

The Netherlands Thomas Cook Nederland B.V., a Guarantor (the “Dutch Guarantor”), is organised under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid). Various rules under general Dutch law and Dutch insolvency law may affect the validity and enforceability of the obligations of the Dutch Guarantor.

Dutch insolvency law In the event of an insolvency of the Dutch Guarantor, and to the extent such Guarantor has its centre of main interests in the Netherlands, main insolvency proceedings with respect to such Guarantor are likely to be based on Dutch insolvency laws. Two corporate insolvency regimes applicable to private companies with limited liability exist under Dutch insolvency law: (i) suspension of payment (surséance van betaling) and (ii) bankruptcy (faillissement). A suspension of payment (“suspension”) is a court-ordered suspension of a debtor's unsecured and non-preferred obligations aimed at facilitating the reorganisation of a debtor's debt and with a view to enable the debtor to continue as a going concern – that is, to avoid bankruptcy. A suspension is only available at the request of the debtor – and not at the request of a creditor – if it foresees that it will be unable to meet its payment obligations as they fall due. Upon the filing of a request for a suspension, a Dutch court will grant a provisional suspension and appoint at least one administrator (bewindvoerder) to manage and control the company and its business together with the company's management. The suspension of payment order takes retroactive effect from 00.00 hours on the day on which the court has granted the provisional suspension. Following the granting of such provisional suspension, a meeting of the unsecured and non- preferential creditors will be convened by the relevant Dutch court in which such creditors may vote on whether a definitive suspension should be granted. Subsequently, the Dutch court may decide to grant a definitive suspension unless (i) creditors together holding more than a quarter of the claims represented at the meeting, or more than one third of the number of creditors present at the meeting, have voted against the granting of a definitive suspension, (ii) there are substantial grounds to believe that the debtor will attempt to prejudice its creditors during the suspension, and/or (iii) there are no prospects that the debtor will be able to repay its debts after some time. During both a provisional and a definitive suspension, unsecured, non-preferential creditors are precluded from taking recourse in respect of the debtor's assets. Secured creditors, which include the holders of a right of pledge (pandrecht) and a right of mortgage (hypotheek), and preferential creditors may ignore the suspension and exercise their rights with respect to the assets that secure their claims or in relation to which they have a preferential right under law. The relevant Dutch court may, however, order a “freeze period” (afkoelingsperiode) for a period of two months, which may be extended by another two months, during which no recourse may be taken by some or all of the secured and/or preferential creditors without prior consent of the Dutch court, or possibly an appointed supervisory judge (rechter-commissaris). A suspension may lead to (i) a resumption of payments to the creditors, (ii) a settlement with the creditors, or (iii) bankruptcy of the debtor. In practice, however, a suspension almost always results in bankruptcy of the debtor. The suspension may negatively affect the possibility for restructurings and could potentially reduce any recoveries obtained during insolvency by unsecured, non-preferential creditors. Bankruptcy is a court-ordered general attachment of (almost) all of the assets of a debtor, for the benefit of the debtor's collective creditors. The purpose of bankruptcy is primarily to liquidate the debtor and to provide for an equitable distribution of the proceeds of the debtor's assets among its creditors. An application for bankruptcy can be made by either (i) one or more creditors of the debtor, (ii) the debtor itself, or (iii) the public prosecutor (if the public interest requires so), once the debtor has ceased paying its debts. There is no general duty under Dutch law for a company to file for bankruptcy, although its managing directors may be held to take appropriate measures if the company is likely to default on its payment obligations. A bankruptcy order takes retroactive effect from 00.00 hours on the day on which the court has rendered such order, from which moment on the debtor loses all rights to administer and dispose of its assets. Moreover, all pending executions of judgments and any attachments on the debtor's assets will be terminated by operation of law (other than with respect to secured creditors and preferential creditors). The competent court will appoint a receiver in bankruptcy (curator) at its own discretion, which operates under the supervision of a bankruptcy judge (rechter-commissaris) and is charged with managing

225 and realising the bankrupt estate. The estate is not liable for obligations incurred by the debtor after the bankruptcy order, except insofar these obligations arise on the basis of transactions beneficial to the estate. The assets of the bankrupted debtor are generally liquidated and distributed to the creditors on the basis of their relative priority of claims, and in case of equal priority, in proportion to the amount of the creditors' claims. All unsecured pre-bankruptcy claims should be submitted to the receiver in bankruptcy for verification. Certain parties, such as secured, estate and preferential creditors, are accorded special rights under Dutch insolvency law, meaning that, for example, secured parties may exercise their rights with respect to the assets that secure their claims as if the debtor has not been declared bankrupt. Any excess proceeds obtained thereby must be returned to the bankrupted debtor and the secured creditor is not allowed to set off any other claims which he may have against the bankrupted debtor against such excess amounts. The relevant Dutch court may, however, order a “freeze period” (afkoelingsperiode) for a period of two months, which may be extended by another two months, during which no recourse may be taken by the secured creditors without the prior consent of the bankruptcy judge. Dutch tax authorities also have extensive preferential rights in relation to the collection of certain taxes allowing them to attach the inventory located on the debtor's premises (bodembeslag) and allowing them to take recourse against such assets in the absence of a freeze period regardless of whether any security rights exist in relation thereto. Consequently, all unsecured, non-preferential creditors are unlikely to recover the full amount of their claims.

Fraudulent preference It may be impossible to enforce the guarantee and recover any amounts thereunder due to rules dealing with fraudulent preference (actio pauliana) both in and outside of bankruptcy under Dutch law. To the extent Dutch law applies, the validity of a legal act, which includes (without limitation) any agreement pursuant to which a Dutch company guarantees the performance of certain payment obligations, may be challenged outside of bankruptcy by a creditor prejudiced in its means of recovery as a result of such legal act, or in a bankruptcy by the receiver in bankruptcy of the Dutch company, if: (i) there was no obligation to perform such legal act (onverplichte rechtshandeling), (ii) the Dutch company knew or should have known that other creditors would be prejudiced by such legal act, and (iii) in case of a legal act that was performed other than for no consideration (anders dan om niet), the counterparty knew or should have known that other creditors would be prejudiced by such legal act. In addition, payments on debts that were due and payable may also be successfully contested by the receiver in bankruptcy if (i) the recipient knew that an application for bankruptcy had already been made at the time of payment, or (ii) if the Dutch company and the recipient conspired in an effort give preference to the recipient over the other creditors of the Dutch company. If a Dutch court decided that the granting of a guarantee amounted to fraudulent preference the guarantee could be held void and unenforceable, provided that certain defences under Dutch law do not apply, meaning that you may not have the benefit of such guarantee.

Limitations on the enforcement of guarantees It may be impossible to enforce the guarantee and recover any amounts thereunder due to restrictions on the validity and the enforceability of guarantees under Dutch law. The validity of a legal act performed by a Dutch company may be contested by the company or, in case of its bankruptcy, its receiver in bankruptcy, if as a result the objects as stated in the articles of the company or the principles of corporate (financial) benefit (vennootschappelijk belang) are transgressed and the party which dealt with the company is aware of this transgression or, without investigation, should have been so aware. In particular, the giving of a guarantee must be for a legitimate purpose of the company giving the guarantee and must reasonably be considered to be in the (corporate) interest of the company. If Dutch courts were to find that a guarantee were not so given, they may hold the guarantee to be void and unenforceable. As such, the value of the guarantee provided by the Dutch Guarantor may be limited.

Poland

Declaration of bankruptcy Under Polish bankruptcy and reorganisation law a company may be declared bankrupt by the court if it is insolvent i.e. if it does not pay its mature and payable pecuniary debts. A company is also considered insolvent if its liabilities exceed its assets, even if such company timely pays its debts. A motion for declaration of bankruptcy of a given debtor may be filed with the court by the debtor itself or any of its creditors. If the assets of such debtor are not sufficient to cover the costs of the bankruptcy proceedings, the motion will be rejected by the court. Furthermore, the motion may be dismissed by the court when the delay in performing the obligations does not exceed three months and the amount of unperformed obligations does not exceed 10 per cent. of the enterprise value of the relevant company, unless: (i) the failure to fulfil 226 financial obligations is permanent; and/or (ii) the dismissal of the petition could be detrimental to the creditors. Under Polish law, there are two basic types of bankruptcy which may be declared by the court: liquidation bankruptcy (which is the proper bankruptcy, aiming at redistribution/sale of the assets of the debtor and maximum possible repayment of the creditors' claims and it ends with the dissolution of the bankrupt company) and composition bankruptcy (which in fact opens composition proceedings aiming at reaching an arrangement between the debtor and its creditors). Polish law seems to favor the composition bankruptcy which allows the debtor to continue its business activity. In the course of the proceedings, the court may change the type of the declared bankruptcy i.e. from liquidation bankruptcy to composition bankruptcy or the other way round. All creditors which intend to participate in the bankruptcy proceedings must file a submission of claims to the relevant court within the deadline specified in the declaration of bankruptcy. Claims may be submitted also at a later stage but subject to certain exceptions and ramifications. Certain creditors will be included in the bankruptcy proceedings ex officio, even if they do not file a submission of claims to the relevant court (e.g. claims secured with a mortgage, pledge, registered pledge, tax pledge or marine mortgage on property forming part of the bankruptcy estate, as well as claims resulting from employment relationship).

Liquidation bankruptcy Upon the declaration of liquidation bankruptcy, the bankrupt company may no longer manage its activities and its assets, with limited, specified exceptions, form a bankruptcy estate represented and managed by the receiver, supervised by the judge-commissioner and, to a certain extent, by the council of creditors. In general, upon the declaration of liquidation bankruptcy, all debts of the bankrupt debtor may be satisfied pursuant to the mandatory provisions of the Polish bankruptcy and reorganisation law following the disposal of the debtor's assets by the receiver, subject to limited exceptions. The declaration of liquidation bankruptcy accelerates all the bankrupt company's debts which become immediately due and payable. The receiver is obliged to redistribute/sell the assets of the bankrupt debtor, in accordance with the provisions of the Polish bankruptcy and reorganisation law and then to distribute the funds among the creditors. Polish law provides for the following categories of claims, in the sequence reflecting the order of satisfying such claims: • costs of bankruptcy proceedings; alimonies, pensions for illness, incapacity to work, disability or death, as well as equivalents of the entitlement for lifelong pensions, due for the period after the bankruptcy is declared; amounts resulting from unjust enrichment of the insolvent estate; amounts resulting from reciprocal agreements concluded by the bankrupt company before the declaration of bankruptcy, the performance of which has been requested by the bankruptcy administrator; amounts resulting from the acts of the bankruptcy administrator or receiver; amounts resulting from the actions of the bankrupt company undertaken after the declaration of bankruptcy, which do not require supervisor's consent (category one claims); • amounts resulting from employment agreements; farmers' claims arising from agreements for supply of agricultural products produced by them; alimonies, pensions for illness, incapacity to work, disability or death, as well as equivalents of the entitlement for lifelong pensions, due for the period before the bankruptcy is declared; social security contributions, together with accrued interest and execution costs, due for the period of two years before the bankruptcy is declared (category two claims); • taxes, other public dues and social security contributions (if not included in category one), together with accrued interest and enforcement costs (category three claims); • other claims (if not included in category five), including the interest accrued for the last year preceding the declaration of bankruptcy, contractual damages, costs of litigation and enforcement costs, which do not belong to any of the previous categories (category four claims); • interests which do not fall under any other category, in the order which reflects the order of satisfaction of the principal amount; judicial and administrative penalties and fines; donations and endowments (category five claims). Some of the claims listed above may rank higher than the claims under the Guarantees, which may decrease the chances to recover the relevant claims in case of a bankruptcy of the Polish Guarantor. In respect of the creditors whose rights are secured with a mortgage, pledge, registered pledge, fiscal pledge or sea mortgage, their claims are satisfied separately out of the proceeds generated by the sale of the collateral (subject to statutory super-priority claims).

227 Composition bankruptcy Upon the declaration of composition bankruptcy, a court supervisor is appointed in order to supervise the activity of the bankrupt debtor and to approve all transactions outside of the ordinary course of business. The court may also deprive the debtor of the right to continue to manage its activities and appoint a court manager who will manage and represent the bankruptcy estate. Generally, the debts of the company which are subject to composition bankruptcy cannot be paid by the debtor or by the court manager, subject to certain exceptions. If a council of creditors is appointed it advises the court manager or the court supervisor, supervises their activities and grants consents for certain actions specified in the provisions of Polish bankruptcy and reorganisation law. If the council of creditors is not appointed, its duties are carried out by the judge-commissioner. The bankrupt company will be obliged to submit the arrangement proposals setting out the debt restructuring, which may also include redistribution/sale of the debtor's assets. In general, the arrangement must be approved by the majority of creditors, in each class of creditors, holding at least 2/3 of all claims entitling to vote, as well as by the court. The approved arrangement is binding for all creditors whose claims are covered by the arrangement (pursuant to the mandatory provisions of the Polish bankruptcy and reorganisation law), even if they were not included on the list of creditors. The arrangement does not bind creditors, who were intentionally not disclose by the insolvent company and who did not participate in the insolvency proceedings. The arrangement may be annulled by the court if it is not complied with by the debtor or it is obvious that it will not be complied with. In such case, the liquidation bankruptcy is declared.

Reorganisation proceedings In case it is apparent that in the near future a company (or other entity or person carrying out business activity) will become insolvent, such company may file with the relevant court a declaration on the opening of reorganisation proceedings which must include a reorganisation plan. The court may prohibit such opening in cases specified in the Polish bankruptcy and reorganisation law. If the reorganisation proceedings are validly opened: • a court supervisor is appointed which must grant a consent to all transactions outside of the ordinary scope of business, • the repayment of debts is suspended, • the accrual of interest on the debtor's debts is suspended, • the possibilities of effecting a set-off by the creditors are limited (as in the case of bankruptcy), and • no enforcement or injunction proceedings may be initiated against the debtor (and the pending ones are suspended). This rule does not apply to the claims which are not covered by the arrangement (e.g. claims secured over the debtor's assets).

The reorganisation plan should provide for a method of restructuring the debts of the reorganised company. The debt restructuring scheme is subject to approval by the creditors and by the court and has similar effects as the arrangement made pursuant to the composition bankruptcy for those creditors which have been notified of the meeting of creditors which approved the debt restructuring.

Void and voidable transactions According to the Polish bankruptcy and reorganisation law, any contractual provisions providing for a change or termination of the legal relationship in case of a declaration of bankruptcy are null and void and such change or termination may only occur pursuant to the mandatory provisions of the Polish bankruptcy and reorganisation law. After the declaration of bankruptcy, it is not possible to create any mortgage, maritime mortgage, pledge, registered pledge or fiscal pledge over the assets of the bankrupt debtor in order to secure a claim that arose prior to the declaration of bankruptcy. This provision, however, does not apply if the motion for the entry of the mortgage into the land register was filed to the relevant court at least six- months prior to the motion for declaration of bankruptcy. Upon the declaration of bankruptcy (irrespective of its type), certain transactions effected by the bankrupt debtor will or may be subject to review. Certain of such transactions are considered ineffective by virtue of law and certain may be declared ineffective by the court or the judge-commissioner. The provisions of the Bankruptcy and Reorganisation Law concerning void and voidable transactions may affect the process of enforcement of the Guarantees. The following transactions are considered ineffective as against the bankruptcy estate by virtue of law:

228 • disposal of or creating an encumbrance over debtor's assets within one year preceding the filing of the bankruptcy motion, if effected free of charge or if the consideration (received by the debtor or third party) is unreasonably lower than the value of the disposal or encumbrance, • securing or payment of a debt which is not yet due, if effected within two months preceding the filing of the bankruptcy motion, • any transactions with the shareholder, affiliated companies or their statutory representatives, if effected within six-months preceding the filing of the bankruptcy motion. The judge-commissioner may also declare ineffective as against the bankruptcy estate the establishment of certain security interest (mortgage, pledge, registered pledge, fiscal pledge or other security in rem) over the bankrupt debtor's assets if it secures a third party's debt and was effected within one year preceding the filing of the bankruptcy motion, provided that the debtor has received no consideration, unreasonably low consideration or that the security interests secures a debt of the shareholder, affiliated companies or their statutory representatives.

Fraudulent Conveyance In addition, certain transactions may be declared ineffective by the court pursuant to the provisions of the Polish civil code regarding fraudulent conveyance. The relevant lawsuit for fraudulent conveyance could be brought by the receiver, court supervisor or the court manager – individual creditors cannot claim fraudulent conveyance in the course of bankruptcy proceedings. As the Guarantors will guarantee the payment of the Notes (on a senior basis), the Notes and the respective Guarantee may be limited, subordinated or voided in favour of existing and future creditors, under relevant provisions of the Polish civil code regarding fraudulent conveyance. According to the Polish civil code creditors may request the court to declare any transaction (e.g. the granting of the Guarantee) to be ineffective in relation to such creditor, if the following conditions are met: (i) such transaction is performed by the company to the creditor's detriment, (ii) a third person profited therefrom and (iii) the company was aware that such transaction was to the creditor's detriment and the third person who profited therefrom knew about that or, acting with due diligence, could have known. Transaction is considered to be detrimental to creditors if the company became insolvent or its insolvency increased following (and as a result of) such an action. If such a transaction was conducted free of charge, creditor may claim the legal action ineffective, even though the third party did not know that the debtor acted to the creditor's detriment.

The creditor with respect to whom the company's legal transaction was declared ineffective may, with priority over the creditors of the third party, enforce the rights over assets which were declared ineffective as a result of such legal transaction, were removed from the company's estate or did not become a part of the estate. The measure of insolvency for purposes of fraudulent conveyance laws varies depending on the law applied. Generally, however, a Guarantor would be considered insolvent if it could not pay its debts as they became due. If a court decided that the Guarantee provided by a given Guarantor was a fraudulent conveyance and voided such Guarantee or held it unenforceable for any other reason, a holder of the Notes would cease to have any claim in respect of the Guarantor and would be a creditor solely of the Issuer and remaining Guarantors. If the Issuer cannot satisfy its obligations under the Notes and if the Guarantee given by the Polish Guarantor is found to be a fraudulent conveyance, the Issuer cannot assure holders of the Notes that it can ever repay in full the amounts outstanding under the Notes. In addition, the liability of any Guarantor incorporated and operating under the laws of Poland (the “Polish Guarantor”) under the Indenture will be limited to the amount that will result in its Guarantee not constituting a fraudulent conveyance or improper distribution, and there can be no assurances as to what standard a court would apply in making a determination of the maximum liability of the Polish Guarantor.

Capital maintenance rule Where a payment obligation (e.g. the Guarantee) is undertaken by a subsidiary for the benefit of a parent company, without consideration, the structure may create capital maintenance issues. In case of limited liability companies (i.e. the Polish Guarantor) no payments may be made in fulfilment of such an obligation out of the share capital. If the payments have been made to a shareholder in violation of the capital maintenance rule, it is not clear whether third party has a duty to refund received payments. It would appear that any transaction entered into in breach of the rule would be unenforceable, although the Polish commercial companies code is silent on this point. According to one of the judgments of the Polish

229 insolvency court, loans granted to the parent company (upstream obligations) will not be included in the list of claims (creditors) in the insolvency proceedings of the subsidiary.

Sweden

Applicable Insolvency Law In relation to any Guarantor incorporated under the laws of Sweden and as such, any insolvency proceedings applicable to each such Swedish Guarantor, including any and all of its assets (in Sweden and abroad), will, as a matter of Swedish law, be governed by Swedish insolvency law (lex fori concursus). In addition, a Swedish party will in principle be subject to insolvency proceedings covered by the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings (the “Insolvency Regulation”) (which includes all collective insolvency proceedings available under Swedish law in respect of bodies corporate) if it has its center of main interest (“COMI”) in Sweden. The COMI is presumed, in the case of a company or body corporate, to be the place of its registration as a legal person. Accordingly, if the Swedish party is registered in Sweden, Swedish courts will be entitled to open main insolvency proceedings against it and apply the laws of the relevant insolvency proceedings. If the COMI of a debtor is in an E.U. Member State (other than Denmark), under Article 3(2) of the Insolvency Regulation, the Courts of another E.U. Member State (other than Denmark) may open “territorial insolvency proceedings” or, after the commencement of main proceedings, “secondary insolvency proceedings”, in the event that such debtor possesses an “establishment” in the territory of such other E.U. Member State. Insolvency proceedings against an insolvent company may be initiated by a creditor or the company itself by filing a petition for bankruptcy (Sw. konkurs) or business reorganisation (Sw. företagsrekonstruktion) to the competent district court (Sw. tingsrätt). Under Swedish law, a company that cannot pay its debts as they become due is deemed insolvent unless the inability is merely temporary. The insolvency laws of Sweden may not be as favourable to creditors as the insolvency laws of other jurisdictions, including, inter alia, the priority of creditors, the ability to obtain post-petition interest as well as security interests and the duration of the insolvency proceedings. Hence, Swedish law may limit the ability of creditors to recover payments due on the Notes to an extent exceeding the limitations arising under the laws of other jurisdictions. The following sections “Insolvency Proceedings”, “Priority of Certain Creditors”, “Challengeable Transactions” and “Limitations on Enforceability Due to the Swedish Reorganisation Act” includes a brief and limited description of certain aspects of the insolvency laws of Sweden.

Insolvency Proceedings In the event of bankruptcy the court will appoint a receiver in bankruptcy who will work in the interest of all creditors with the objective of selling the debtor's assets and distribute the proceeds among the creditors. All creditors (unless they have a right to separate an asset from the bankruptcy estate) wishing to assert claims against the company that is declared bankrupt need to participate in the bankruptcy proceedings. The purpose of bankruptcy proceedings is to wind up the company in such a way that the company's creditors receive as high a proportion of their claims as possible. The receiver in bankruptcy is required to safeguard the assets and can decide to continue the business or to close it down, depending on what is best for all creditors. In general, the receiver in bankruptcy is required to sell the assets of the debtor as soon as possible and to distribute the proceeds. In the interim, the receiver will take over the management and control of the company and the company's directors or managing director will no longer be entitled to represent the company or dispose of the company's assets. When distributing the proceeds, the receiver must follow the mandatory provisions of the Swedish Rights of Priority Act (Sw. förmånsrättslagen), as amended from time to time, that states the order in which creditors have a right to be paid. As a general principle, in bankruptcy proceedings, competing claims have equal right to payment in relation to the size of the amount claimed from the debtor's assets. However, preferential or secured creditors have the benefit of payment before other creditors. In case of enforcement outside bankruptcy, an enforcement process is initiated by the creditor obtaining an enforcement order from the Swedish Enforcement Authority or the court. Upon obtaining an enforcement order against a debtor, a creditor may apply to the Swedish Enforcement Authority for enforcement of its claim.

Priority of Certain Creditors As a general principle, under Swedish insolvency law, competing claims have equal right to payment in relation to the size of the amount claimed from the debtor's assets. However, some preferential and secured creditors, where such preference or security may arise as a consequence of law, have the benefit of payment before other creditors. There are two types of preferential rights: specific and general preferential rights. Specific preferential rights apply to certain specific property and give the creditor a right to payment from such property. Such preferential and secured creditors may also under certain circumstances enforce the security in accordance with the Swedish Enforcement Act (Sw. Utsökningsbalken (1981:774)), or if the security is provided by way of a pledge on movable assets (Sw. handpanträtt), enforcement through private 230 enforcement procedures as permitted pursuant to the Swedish Bankruptcy Act. General preferential rights cover all property belonging to the insolvent company's estate in bankruptcy which is not covered by specific preferential rights and give the creditor a right to payment from such property. Claims that do not carry any of the above mentioned preferential rights or exceed the value of the security provided for such claim (to the extent of such excess) are non-preferential and are of equal standing as against each other.

Challengeable Transactions In bankruptcy and company reorganization proceedings, transactions can (in certain circumstances and subject to a time limit) be reversed and the goods or monies can then be returned to the bankruptcy estate or the company subject to company reorganization. Broadly, these transactions include, among others, situations where the debtor has conveyed property fraudulently or preferentially to one creditor to the detriment of its other creditors before the initiation of the relevant insolvency proceedings, created a new security interest, granted a guarantee or security that was either not stipulated at the time when the secured obligation arose or not perfected without delay after such time and the delay is not considered to be ordinary, or paid a debt that is not due or that is considerable compared to the value of the debtor's assets or if the payment is made by using unusual means of payment. In the majority of situations, a claim for recovery can be made concerning actions that were made during the three months preceding the commencement of the relevant insolvency proceedings. In certain situations, longer time limits apply and in others there are no time limits. These include, among others, situations where the other party to an agreement or other arrangement is deemed to be a closely related party to the debtor such as a subsidiary or parent company.

Limitations on Enforceability Due to the Swedish Reorganization Act The Reorganization Act (Sw. Lag om företagsrekonstruktion) provides companies facing difficulty in meeting their payment obligations with an opportunity to resolve these without being declared bankrupt. Corporate reorganization proceedings shall, as a main rule, terminate within three months from commencement but may under certain conditions be extended for up to one year. An administrator is appointed by the court and supervises the day-to-day activities and safeguards the interests of creditors as well as of the debtor. However, the debtor remains in full possession of the business except that, for important decisions such as paying a debt that has fallen due prior to the order of reorganization, granting security for a debt that arose prior to the order, undertaking new obligations or transferring, pledging or granting rights in respect of assets of a substantial value for the business, the consent of the administrator is required. The making of an order under the Reorganization Act does not have the effect of terminating contracts with the debtor and, during the reorganization procedure, the debtor's business activities continue in the ordinary course of business. However, the procedure includes a suspension of payments to creditors and the debtor cannot pay a debt that fell due prior to the order without the consent of the administrator, and such consent may only be granted should there be exceptional reasons for doing so and any petition for bankruptcy in respect of the debtor will be stayed. A moratorium also applies to execution in respect of a claim or enforcement of security during corporate reorganization proceedings unless the security assets are in the physical possession of the secured creditor or any agent acting on behalf of such creditor, which is the case with a share pledge over the shares in a Swedish limited liability company where the share certificates of such company have been delivered to the agent and with a Swedish law pledge over a loan governed by a negotiable debt instrument (Sw. löpande skuldebrev). The debtor may apply to the court requesting public composition proceedings (Sw. offentligt ackord), which means that the amount of a creditor's claim may be reduced. The proposal for a public composition must meet certain requirements such as that a sufficient proportion of the creditors which are allowed to vote, in respect of a sufficient proportion of the outstanding claims, vote in favor of such public composition. Creditors with set-off rights and secured creditors will not participate in the composition unless they wholly or partly waive their set-off rights or priority rights. Should the security not cover a secured creditor's full claim, the remaining claim will, however, be part of a composition. A creditors' meeting is convened to vote on the proposed composition. The public composition is a binding proceeding.

Limitations on the Value of a Guarantee or Security Interest A Swedish limited liability company may not provide a guarantee or any security for the obligations of a parent or sister company, unless they belong to the same group of companies and the parent company of that group is domiciled within the European Economic Area (EEA). Furthermore, if a Swedish limited liability company provides any security interest or guarantee without receiving sufficient corporate benefit in return, such security interest or guarantee will, in whole or in part, be considered a distribution of assets, which will be lawful only to the extent there is sufficient coverage for the unrestricted equity capital of the Swedish limited liability company after the distribution (i.e. at the time the guarantee is provided or the security is granted). This could be the case if, at the time the guarantee or security interest is provided, (i) the obligor of such obligation could be deemed unable to fulfill its obligation to indemnify the Swedish company if the guarantee is utilized or the security enforced; and/or (ii) a Swedish company provides any security interest or 231 guarantee in respect of debt owed by a non-subsidiary of that Swedish company without receiving sufficient corporate benefit in return. The guarantee of and security granted by the Guarantors incorporated in Sweden will be limited in accordance with the above restrictions. It should also be noted that laws relating to financial assistance in Sweden prohibit limited liability companies incorporated in Sweden from providing guarantees or granting security or other credit support for obligations of any person where such obligations are being incurred for the purpose of acquiring shares in the company itself or in any other superior member of the same Swedish group of companies.

Foreign Currency Whereas Swedish courts may award judgments in currencies other than Swedish Kronor, judgments will be enforced in Swedish Kronor, generally at the rate of exchange prevailing at the date of enforcement rather than at the date of judgment.

232

LEGAL MATTERS Certain legal matters in connection with this Offering are being passed upon for the Issuer by Latham & Watkins (London) LLP, as to matters of U.S. Federal, New York state law and English law. Certain legal matters will be passed upon for the Initial Purchasers by Shearman & Sterling (London) LLP, as to matters of U.S. Federal, New York state law and English law.

233

INDEPENDENT AUDITORS The financial statements as of 30 September 2014, 2013 and 2012 and for each of the three years in the period ended 30 September 2014, incorporated by reference in this offering memorandum, have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in each of their reports therein.

234

AVAILABLE INFORMATION Each purchaser of Notes from an Initial Purchaser will be furnished a copy of this Offering Memorandum and any related amendments or supplements to this Offering Memorandum. Each person receiving this Offering Memorandum and any related amendments or supplements to this Offering Memorandum acknowledges that: (1) such person has been afforded an opportunity to request from us and to review and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information herein; (2) such person has not relied on any of the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with its investigation of the accuracy of such information or of the documents incorporated by reference or its investment decision; and (3) except as provided pursuant to clause (1) above, no person has been authorised to give any information or to make any representation concerning the Notes or each Guarantee offered hereby other than those contained herein and, if given or made, such other information or representation should not be relied upon as having been authorised by either us or the Initial Purchasers. Thomas Cook Group plc is a public company limited by shares and registered in England and Wales (with registered number 06091951). Its ordinary shares are admitted to the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. The principal legislation under which we operate is the Companies Act 2006, as amended. We are, therefore, required to comply with the reporting requirements and other ongoing obligations provided for or resulting from the Companies Act 2006 (as amended), the Listing Rules and the Disclosure and Transparency Rules, including with respect to the preparation and release of our annual report and accounts and other periodic reports. Pursuant to the Indenture that will govern the Notes, we will agree to furnish periodic information to the holders of the Notes. See “Description of Notes—Reports”. So long as the Notes are admitted to the Official List of the Irish Stock Exchange and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange and to listing on the Official List of the Irish Stock Exchange, and the rules and regulations of such stock exchange so require, copies of such information will also be available for review during the normal business hours on any business day at the specified office of the paying agent in Ireland. For so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, we will, during any period in which we are not subject to Section 13 or 15(d) under the U.S. Exchange Act, nor exempt from reporting thereunder pursuant to Rule 12g3-2(b), make available to any holder or beneficial holder of a Note, or to any prospective purchaser of a Note designated by such holder or beneficial holder, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the U.S. Securities Act upon the written request of any such holder or beneficial owner. Any such request should be directed to Thomas Cook Investor Relations, 3rd Floor, South Building, 200 Aldersgate Street, London EC1A 4HD, United Kingdom.

235

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES The Issuer and many of the Guarantors are incorporated under the laws of England and Wales. Other Guarantors are organised under the laws of Austria, Belgium, France, Germany, the Netherlands, Poland and Sweden. Many of our directors, officers and other executives and the directors, officers and other executives of the Guarantors are neither residents nor citizens of the United States. Furthermore, most of our assets and the assets of the Guarantors are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or us or to enforce against them or us judgments of U.S. courts predicated upon the civil liability provisions of U.S. federal or state securities laws despite the fact that, pursuant to the terms of the Indenture, we and the Guarantors have appointed, or will appoint, an agent for the service of process in New York. If a judgment is obtained in a U.S. court against us or a Guarantor or a security provider, investors will need to enforce such judgment in jurisdictions where the relevant company has assets. Even though the enforceability of U.S. court judgments outside the United States is described below for the countries in which our Guarantors are located, you should consult with your own advisors in any pertinent jurisdictions as needed to enforce a judgment in those countries or elsewhere outside the United States.

England and Wales The following summary with respect to the enforceability of certain U.S. court judgments in England is based upon advice provided to us by U.S. and English legal advisors. There is currently no treaty between the United States and England providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters (although the United States and the United Kingdom are both parties to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards). Consequently, a final judgment for payment rendered by any Federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. Federal securities laws, would not automatically be recognised or enforceable in England. In order to enforce any such U.S. judgment in England, proceedings must first be initiated before a court of competent jurisdiction in England by way of civil law action on the judgment debt before a court of competent jurisdiction in England and Wales (“English court”). In such an action, an English court would not generally reinvestigate the merits of the original matter decided by the U.S. court (subject to what is said below) and it would usually be possible to obtain summary judgment on such a claim (assuming that there is no good defence to it). Recognition and enforcement of a U.S. judgment by an English court in such an action is conditional upon (among other things) the following: • the U.S. court having had jurisdiction over the original proceedings according to English conflicts of laws principles; • the U.S. judgment being final and conclusive on the merits in the sense of being final and unalterable in the court which pronounced it and being for a definite sum of money; • the U.S. judgment not contravening English public policy; • the U.S. judgment not being for a sum payable in respect of taxes, or other charges of a like nature, or in respect of a penalty or fine or otherwise based on a U.S. law that an English court considers to relate to penal or revenue law; • the U.S. judgment not having been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damages sustained and not being otherwise in breach of Section 5 of the Protection of Trading Interests Act 1980 or based on measures designated by The Secretary of State under Section 1 of the Act; • the U.S. judgment not having been obtained by fraud or in breach of English principles of natural justice; • there not having been a prior inconsistent decision of an English court (or another court whose judgement is entitled to recognition in England) in respect of the same matter; • the English enforcement proceedings being commenced within six years from the date of the U.S. judgment; and

• the U.S. judgment was not obtained contrary to an agreement for the settlement of disputes under which the dispute in question was to be settled otherwise than by proceedings in a United States court (to whose jurisdiction the judgment debtor did not submit). Subject to the foregoing, investors may be able to enforce in England judgments in civil and commercial matters that have been obtained from U.S. Federal or state courts. However, we cannot assure 236 you that those judgments will be recognised or enforceable in England. In addition, it is questionable whether an English court would accept jurisdiction and impose civil liability if the original action was commenced in England, instead of the United States, and predicated solely upon U.S. Federal securities laws. If an English court gives judgment for the sum payable under a U.S. judgment, the English judgment will be enforceable by methods generally available for this purpose. These methods generally permit the court discretion to prescribe the manner of enforcement. It may not be possible to obtain an English judgment or to enforce that judgment if the judgment debtor is subject to any insolvency or similar proceedings, or if the judgment debtor has any set off or counterclaim against the judgment creditor. Also note that, in any enforcement proceedings, the judgment debtor may raise any counterclaim that could have been brought if the action had been originally brought in England unless the subject of the counterclaim was in issue and denied in the U.S. proceedings.

Austria Currently, there is no treaty between the United States and the Republic of Austria providing for the mutual recognition and enforcement of Austrian and U.S. judgments (other than arbitration awards) in civil and commercial matters in the respective other country. Consequently, a final and conclusive judgment for payment given by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state laws, will neither be recognised nor enforced by the courts of Austria without a review of the merits or a new trial on the merits. Whereas in such proceedings, the foreign court judgment will be given consideration by the Austrian courts, there are no Austrian laws, rules, or regulations which require an Austrian court to treat a foreign judgment in any specific way, and there are no Austrian court decisions which have addressed the issue of how a U.S. judgment is to be treated by an Austrian court. An Austrian court may, therefore, review the merits of any such case or even hold a new trial on the merits. An Austrian court would consider a final U.S. judgment as permissible evidence in any case in which such final judgment is relevant to the issue brought before the Austrian court; however, it will not be binding on the Austrian court in any way. It is the responsibility of the parties to prepare an adequate certified translation into German of any document to be presented before an Austrian court, in order for the court to rule on the issue. Austrian and U.S. provisions on civil liabilities and civil procedure differ substantially. When reviewing the merits of a final U.S. judgment, Austrian courts may in particular, without limitation, not grant punitive damages or other awards or award a reduced amount of damages only. Subject to the foregoing, judgments in civil and commercial matters obtained from U.S. Federal or state courts will generally not be enforceable in Austria. Arbitration awards obtained in the United States, by contrast, are recognised and enforceable in Austria pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which both the United States and Austria are members. However, as a foreign title, any U.S. arbitral award requires a court decision by an Austrian court declaring it enforceable prior to its actual enforcement. Enforceability will be granted provided that all form requirements as stipulated in the New York Convention have been fulfilled.

Belgium The enforcement of a U.S. decision will be subject to an exequatur, being the recognition of the U.S. judgement in Belgium to authorise enforcement. Recognition and enforcement of foreign judgements is subject in Belgium to specific light procedure when the judgement has been taken by a court in a European Member State. This light procedure is not applicable for U.S. decisions. This means that the full exequatur procedure will have to be followed. Under this procedure, the case is not heard again or revised on the merits in Belgium but the Belgian judge will review whether the judgement can and will be recognised and enforced in Belgium.

Under Belgian Code on conflicts of law dated 16 July 2004, the judge and the defendant can raise general issues that will prohibit enforcement. Amongst the general ordinary issues that would prohibit enforcement in Belgium are Belgian public policy violation, lack of jurisdiction of the foreign courts, violation of the defendant rights as determined by Belgian law (the Belgian court will, for example, examine if there was proper representation, if the party against whom the exequatur is requested was admitted to the hearing and was able to present its arguments, if this party obtained sufficient time to prepare its defence, etc) or if the foreign decision is not considered to be final. Pursuant to the Belgian civil procedure code, the procedure is introduced at the request of the interested party in front of the commercial court in Brussels. At this stage, the procedure is not contradictory and the party against which the execution is sought is not a party to the procedure. The procedure is essentially a written procedure even if the judge can decide to hear the party submitting the request. If the

237 judge agrees on the enforcement, he grants the exequatur in a decision. The judge could also decide to restrict enforcement of the foreign judgement so as to preserve some rights as determined under the Belgian Code on conflicts of laws dated 16 July 2004. This decision must be notified by writ upon the party against which enforcement is sought which has one month to file opposition proceedings before the same court. If the exequatur is refused, the applicant has one month as of the notification of the decision to file an appeal before the court of appeal. No enforcement can be made of the exequatur decision during the appeal procedure.

France Our French counsel has advised us that the United States and France are not party to a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, rendered in civil and commercial matters. Accordingly, a judgment rendered by any U.S. Federal or state court based on civil liability, whether or not predicated solely upon U.S. Federal or state securities laws, enforceable in the United States, would not directly be recognized or enforceable in France. A party in whose favour such judgment was rendered could initiate enforcement proceedings (exequatur) in France before the relevant civil court (Tribunal de Grande Instance). Enforcement in France of such U.S. judgment could be obtained following proper (i.e., non-ex parte) proceedings if the civil court is satisfied that the following conditions have been met (which conditions, under prevailing French case law, do not include a review by the French court of the merits of the foreign judgment): • such U.S. judgment is enforceable in the jurisdiction in which it was rendered; • such U.S. judgment was rendered by a court having jurisdiction over the matter (i.e., the dispute is clearly connected to the United States and the choice of U.S. courts was not fraudulent and the French courts did not have exclusive jurisdiction over the matter); • such U.S. judgment does not contravene French international public policy rules, both pertaining to the merits and to the procedure of the case; • such U.S. judgment is not tainted with fraud; and • such U.S. judgment does not conflict with a French judgment or a foreign judgment which has become effective in France and there are no proceedings pending before French courts at the time enforcement of the judgment is sought and having the same or similar subject matter as such U.S. judgment. In addition, the discovery process under actions filed in the United States could be adversely affected under certain circumstances by French criminal law No. 68-678 of July 26, 1968, as modified by French laws No. 80-538 of July 16, 1980 and Ordinance No. 2000-916 of September 19, 2000 (relating to communication of documents and information of an economic, commercial, industrial, financial or technical nature to foreign authorities or persons), which could prohibit or restrict obtaining evidence in France or from French persons in connection with a judicial or administrative U.S. action. Similarly, French data protection rules (law No. 78- 17 of January 6, 1978 on data processing, data files and individual liberties, as modified by law No. 2004- 801 of August 6, 2004) can limit under certain circumstances the possibility of obtaining information in France or from French persons in connection with a judicial or administrative U.S. action in a discovery context. We have been advised by our French counsel that if an original action is brought in France, French courts may refuse to apply the designated foreign law (or parts thereof) if its application contravenes French public policy. In an action brought in France on the basis of U.S. Federal or state securities laws, French courts may not have the requisite power to grant all the remedies sought. Pursuant to articles 14 and 15 of the French Civil Code, a French national (either a company or an individual can sue a foreign defendant before French courts (article 14) and can be sued by a foreign claimant before French courts (article 15). For a long time, case law has interpreted these provisions as meaning that a French national, either claimant or defendant, could not be forced against its will to appear before a jurisdiction other than French courts. However, according to recent case law, the French courts jurisdiction towards French nationals is no longer mandatory to the extent an action has been commenced before a court in a jurisdiction which has sufficient contacts with the litigation and the choice of jurisdiction is not fraudulent. In addition, the French national may waive its rights to benefit from the provisions of articles 14 and 15 of the French Civil Code.

Germany Some of the Guarantors (Condor Flugdienst, Thomas Cook Touristik GmbH, Thomas Cook AG, Bucher Reisen GmbH, Condor Berlin) are organised under the laws of Germany. A substantial portion of our assets and the assets of those companies are located outside the U.S.

238 We have been advised by our German counsel that there is doubt as to the enforceability in Germany of civil liabilities based on federal or state securities laws of the U.S., either in an original action or in an action to enforce a judgment obtained in U.S. federal or state courts. The U.S. and the Federal Republic of Germany currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by any federal or state court in the U.S., whether or not predicted solely upon U.S. federal or state securities laws, would not automatically be enforceable in Germany. A final and conclusive judgment by a U.S. federal or state court for the payment of a specific sum of money based on civil liability may be recognised and enforced in Germany in an action before a court of competent jurisdiction in accordance with the proceedings set forth by the German Code of Civil Procedure (Zivilprozessordnung). In such an action, a German court generally will not reinvestigate the merits of the original matter decided by a U.S. court, unless: • the courts of the jurisdiction where the relevant court is located did not have jurisdiction according to the principles on jurisdictional competence under German law; • the judgment was given in default of appearance and the defendant invokes such default or the defendant was not served with the document which instituted the proceedings properly or within sufficient time to enable the defendant to arrange for his or her defence; • the judgment is irreconcilable with (i) any prior judgment which became res judicata rendered by a German court or (ii) any prior judgment which became res judicata rendered by a foreign court which is to be recognised in Germany or (iii) the procedure leading to the respective judgment is irreconcilable with a proceeding previously commenced in Germany; • such recognition entails results which are obviously irreconcilable with fundamental principles of German law (ordre public), including without limitation, fundamental rights under the constitution of Germany (Grundrechte). In this context, it should be noted that any component of a U.S. federal or state court civil judgment awarding punitive damages or any other damages which do not serve a compensatory purpose, such as treble damages, will not be enforced in Germany. They are regarded to be in conflict with material principles of German law; or • the reciprocity of enforcement of judgments is not guaranteed. Enforcement and foreclosure based on U.S. judgments may be sought against German defendants after having received an enforcement decision from a competent German court in accordance with the above principles. Subject to the foregoing, investors may be able to enforce judgments in Germany in civil and commercial matters obtained from U.S. federal or state courts. However, we cannot assure you that those judgments will be enforceable. In particular, the obligations need to be of a specific kind and type for which an enforcement procedure exists under German law. Enforcement is also subject to the effect of any applicable bankruptcy, insolvency, reorganisation, liquidation, moratorium as well as other similar laws affecting creditor's rights generally. If the party in whose favour such final judgment is rendered brings a new suit in a competent court in Germany, such party may submit to the German court the final judgment rendered in the U.S. Under such circumstances, a judgment by a federal or state court of the U.S. against the German Guarantors or the aforementioned individuals will be regarded by a German court only as evidence of the outcome of the dispute to which such judgment relates. A German court may choose to re-hear the dispute and may render a judgment not in line with the judgment rendered by a federal or state court of the U.S. Unlike the enforcement of U.S. judgments, the service of process in U.S. proceedings on persons in Germany is regulated by a multilateral treaty guaranteeing service of writs and other legal documents in civil cases if the current address of the defendant is known.

The Netherlands The U.S. and the Netherlands currently do not have an agreement and/or treaty for the reciprocal recognition and enforcement of judgments in civil and commercial matters, other than arbitration awards. In the absence of such treaty and/or agreement, a final judgment rendered by a U.S. court, whether or not solely based upon a violation of federal securities laws, against a Dutch defendant with respect to its payment obligations would not automatically be enforceable in the Netherlands and it will be necessary to bring the matter and re-litigate it before a Dutch court of competent jurisdiction which may give such effect to that foreign judgment as it deems appropriate. However, a final judgment rendered by a U.S. court against the Dutch Guarantor with respect to its payment obligations, which is not rendered by default, which is not subject to appeal and which could not be contested otherwise and is enforceable would generally be upheld and be regarded by a Dutch court of competent jurisdiction as conclusive evidence when requested to render a judgment in accordance with that judgment by the U.S. court, without substantive re-examination or re-litigation of the merits of the subject 239 matter thereof, if that judgment has been rendered by a court of competent jurisdiction in accordance with the principles of natural justice, its content and enforcement do not conflict with Dutch public policy and it has not been rendered in proceedings of a penal or revenue or other public law nature. In particular, in relation to U.S. judgments, we note that a judgment awarding money damages containing a punitive element may be in violation of Dutch public policy.

Poland

Recognition and enforcement of judgments obtained in U.S. courts The United States and Poland are not bound by any agreement and/or treaty for the reciprocal recognition and enforcement of judgments, other than arbitration awards. However, provisions of the Polish Civil Procedure Code provide for both recognition and enforcement of foreign judgments under certain conditions. All legal effects of a final foreign civil law judgment will be recognised in Poland to the extent they are created under the law of the country where the judgment was obtained (e.g. the United States), subject to the following conditions: • such judgment is final in the country of issuance; • the case does not belong to a category of matters restricted to the jurisdiction of the Polish courts; • the defendant has been served with the relevant complaint in a timely and proper manner, allowing to undertake defence; • neither party has been deprived of the right to defend its rights before a court or of the right to have a proper representative before the court if the party itself was incapable of taking legal actions before the court; • the case had not been finally decided by, or had not been brought before, the relevant Polish court prior to the date on which the foreign court judgment became final; • the judgment does not contradict earlier issued final judgment of a Polish court or other foreign court judgment (which complies with all conditions listed herein), obtained in a case for the same claim and between the same parties; and

• recognition does not contradict elementary principles of Polish legal system (public policy clause). On 11 October 2013 the Polish Supreme Court referred to the above public policy clause and ruled that (i) a foreign (i.e. U.S.) judgement awarding punitive damages is irreconcilable with elementary principles of Polish legal system and as such cannot be, in general, recognised and enforced in Poland and that (ii) a foreign (i.e. U.S.) judgement awarding compensatory/actual damages can be recognised and enforced in Poland to the extent recognition of such judgment is reconcilable with elementary principles of Polish law, that is in the amount which could have been awarded in similar cases by Polish courts (case No. I CSK 697/2012). Enforcement of foreign judgments in Poland can be obtained under the following conditions: • such judgment is enforceable in the country of issuance; • the above listed conditions for recognition of a foreign judgement in Poland are fulfilled. Subject to the foregoing conditions, investors may enforce U.S. federal or state court judgments in Poland. Such enforcement may be sought in the course of proceedings held before a Polish court, e.g. against the Polish Guarantor and then in the bailiff-driven enforcement (or alternatively in bankruptcy proceedings). The relevant Polish court will not assess the merits of the relevant U.S. judgment.

Service of process The relevant rules of the Polish civil procedure code are based on the principle of official deliveries, i.e. deliveries in the course of civil proceedings must be made by the court in a prescribed manner, with certain exceptions. Service of process does not fall under any of the exceptions and must be effected by the court adjudicating the relevant case. For private limited companies service of process must be effected at the registered seat of the relevant company and the relevant complaint must be handed over to a statutory representative of the company (i.e. member of the management board) or an employee authorised to receive correspondence on behalf of the company. The authorisation of an employee can be ostensible, i.e. can be inferred from the position such employee is holding, unless there are circumstances which imply to the contrary. 240 Under Polish civil procedure code a binding appointment of an agent for deliveries is possible only in the course of the court proceedings, i.e. after the defendant has been served with the complaint in the manner and at the address as specified above (in the response to the complaint defendant can specify agent for deliveries). Thus, the appointment of an agent for the service of process under the terms of the Indenture will not be binding for the purposes of service of process under Polish law.

Sweden Pursuant to the provisions of the Council Regulation (EC) No. 44/2001 of 22 December, 2000 on jurisdiction, recognition and enforcement of judgments in civil and commercial matters (the “Brussels Regulation”), a future judgment entered against a company in the courts of a Member State (as defined therein) or Denmark and which is enforceable in such a Member State, will be directly enforceable in the Kingdom of Sweden only upon the satisfaction of the following requirements: (i) that a motion for enforcement has been filed with and granted by the Svea Court of Appeal in Stockholm and (ii) that the formal requirements in the Brussels Regulation have been fulfilled. However, upon an appeal against the declaration of enforceability pursuant to the Brussels Regulation, the court with which the appeal is lodged may stay the proceedings if an ordinary appeal has been lodged in the Member State of origin of the judgment or if the time for such an appeal has not yet expired. In addition, pursuant to the Brussels Regulation, the court with which the appeal against the declaration of enforceability is lodged shall refuse or revoke a declaration of enforceability if it finds that one of the grounds specified in the Brussels Regulation is at hand: (i) the judgment is manifestly contrary to the public policy of the Kingdom of Sweden; (ii) the judgment was given in default of appearance, if the defendant was not served with the document which instituted the proceedings or with an equivalent document in sufficient time and in such a way as to enable him to arrange for his defense, unless the defendant failed to commence proceedings to challenge the judgment when it was possible for him to do so; (iii) the judgment is irreconcilable with a judgment given in a dispute between the same parties in the Kingdom of Sweden; and (iv) the judgment is irreconcilable with an earlier judgment given in another Member State or in a third State involving the same cause of action and between the same parties, provided that the earlier judgment fulfils the conditions necessary for its recognition in the Kingdom of Sweden. Moreover, the court with which the appeal against the declaration of enforceability is lodged shall refuse or revoke a declaration of enforceability if it finds that a judgment conflicts with certain jurisdictional rules in the Brussels Regulation relating to insurance and consumer matters as well as exclusive jurisdiction. With regards to the provisions of the 2007 Lugano Convention on the Recognition of Judgments in Civil and Commercial Matters (the “Lugano Convention”), a future judgment entered against a company in the courts of a Contracting State (as defined in the Lugano Convention) and which is enforceable in such a state, will be directly enforceable upon application in the Kingdom of Sweden under general similar terms and procedures as above for the Brussels Regulation, with the following additional grounds for refusal: (1) a declaration of enforceability can be refused or revoked if the ground for jurisdiction that the judgment is based upon is inconsistent with the Lugano Convention, and if the application for a declaration of enforceability or the enforcement is sought against a party with its place of residence/domicile in a state where the Lugano Convention, but not the Brussels Regulation, the Brussels Convention of 1968, the protocol on the EC Court's interpretation of the Brussels Convention signed in Luxembourg on 3 June 1971 or the agreement between the EU and Denmark regarding jurisdiction, recognition and enforcement of judgments in civil and commercial matters signed in Brussels on 19 October 2005, is applicable, unless the judgment can otherwise be recognized or enforced under a provision of the state where recognition or enforcement is requested; and (2) a declaration of enforceability can be refused or revoked if the state where recognition or enforcement is requested is not bound by a particular convention that governs jurisdiction on a particular matter and the person which the request for recognition or enforcement concerns has its place of residence/domicile in that state, or if the state where recognition or enforcement is requested is a member state of the European Union and with regard to conventions that require ratification of the European Union, in any of its member states, unless the judgment can otherwise be recognized or enforced under a provision of the state where recognition or enforcement is requested. Judgments entered against any Swedish party in the courts of a state which is not a member state of the EU or a contracting state under the terms of the 2007 Lugano Convention (the “Convention”) (e.g., the United States of America) would not be recognized or enforceable in Sweden as a matter of right without retrial on its merits. If the party in whose favor the final judgment is rendered brings a new suit in a competent court in Sweden, the party may, however, submit to the Swedish court the final judgment that has been rendered in the United States. A judgment by a court in the United States will be regarded by a court, administrative tribunal or executive or other public authority of the Kingdom of Sweden only as evidence of the outcome of the dispute to which the judgment relates, and a Swedish court may choose to rehear the dispute ab initio. However, there is Swedish case law to indicate that such judgments: • that are based on a contract with an exclusive jurisdiction agreement and have been delivered in forum prorogatum;

241 • that were rendered under observance of due process of law; • against which there lies no further right to appeal; and • the recognition of which would not manifestly contravene fundamental principles of the legal order or the public policy of the Kingdom of Sweden, can be acknowledged without retrial on their merits. However, this limited practice lacks statutory support and forms an exception to the main rule that there is no right of acknowledgement without retrial on the merits. Hence, there can be no assurance that such proceedings in Sweden will be successful. It is not established under Swedish law if a power of attorney can be made irrevocable as it is unclear whether or not any power of attorney, including any appointment as process agent for service of process is irrevocable. In any event such power of attorney or appointment of process agent will terminate upon bankruptcy of the relevant grantor. See “Certain Insolvency Considerations; Limitations on Validity and Enforcement of Guarantees—Sweden”.

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LISTING AND GENERAL INFORMATION 1. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission of the Notes to the Official List of the Irish Stock Exchange or to trading on the Global Exchange Market of the Irish Stock Exchange. The expenses in relation to the admission of the Notes for trading on the Global Exchange Market will be approximately €5,000. 2. So long as the Notes are listed on the Official List of the Irish Stock Exchange and are traded on the Global Exchange Market and the rules of such exchange shall so require, physical copies of the Articles of Association of the Issuer and those of the Guarantors and the Indenture will be available free of charge at the specified office of the Paying Agent in London referred to in paragraph 5 below. So long as the Notes are listed on the Official List of the Irish Stock Exchange and are traded on the Global Exchange Market and the rules of such exchange shall so require, physical copies of all of our annual financial statements and those for all subsequent fiscal years will be available free of charge during normal business hours on any weekday at the offices of such Paying Agent in London referred to in paragraph 5 below. 3. We and the Issuer accept responsibility for the information contained in this Offering Memorandum. To the best of our knowledge and the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of this Offering Memorandum. 4. Neither we nor any of our subsidiaries is a party to any litigation that, in our judgment, is material in the context of the issue of the Notes, except as disclosed herein. 5. We have appointed Citibank, N.A., London Branch as our Paying Agent and Transfer Agent. We reserve the right to vary such appointment and shall publish notice of such change of appointment in a newspaper having general circulation in Ireland (which is expected to be the Irish Times) or the Irish Stock Exchange's website, www.ise.ie. The Paying Agent will act as intermediary between the holders of the Notes and us. 6. The Notes have been accepted for clearance through the facilities of Euroclear and Clearstream. The Notes sold pursuant to Regulation S and the Notes sold pursuant to Rule 144A have been accepted for clearance through the facilities of Euroclear and Clearstream under common codes 117243621 and 117243630, respectively. The international securities identification number (the “ISIN Number”) for the Notes sold pursuant to Regulation S is XS1172436211 and the ISIN Number for the Notes sold pursuant to Rule 144A is XS1172436302. 7. The Issuer is a public limited company, incorporated and registered in England and Wales with registered number 06406717. Its registered office and principal place of business is at The Thomas Cook Business Park, Coningsby Road, Peterborough PE3 8SB and its telephone number is +44 20 7557 6400. Thomas Cook's website is located at: http://www.thomascook.com. The Issuer’s directors are Joe O’Neill, Craig Stoehr and Thomas Cook Group Management Services Limited and the business address of each of the Issuer’s directors is The Thomas Cook Business Park, Coningsby Road, Peterborough PE3 8SB. The Issuer is a financing company for the Group's activities. There are no potential conflicts of interest between any duties of any of the Issuer's management to the Issuer, and their private interests and/or other duties. For the year ended 30 September 2014, the Issuer represented 0% (£100,000), 0% (£200,000) and 0% (£0) of our consolidated total assets, underlying EBITDA and revenue, respectively. Save as disclosed in this Offering Memorandum, there has been no material adverse change in our prospects or the prospects of the Issuer since 30 September 2014, and there has been no significant change in our financial or trading position or the financial or trading position of the Issuer since 30 September 2014. The Guarantors: For the year ended 30 September 2014, the Guarantors (on an unconsolidated basis) represented 81% (£2,682 million), 97% (£480 million) and 75% (£6,464 million) of our consolidated total assets, underlying EBITDA and revenue, respectively. The percentage of consolidated EBITDAR represented by the Guarantors for the year ended 30 September 2014 reflects the EBITDAR of those Guarantors with a positive result for the year ended 30 September 2014 (and 243 excludes the EBITDAR of the Guarantors with a negative result for the year ended 30 September 2014). All of the Guarantors are wholly owned by the Parent. The creation and issuance of the Notes has been duly authorised by a resolution of the board of directors of the Issuer, dated 9 January 2015. BUCHER REISEN GmbH is a limited liability company under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Neuss, Germany, with registered number HRB 7534. Its registered office is in Meerbusch, Germany. Its principal business address in Germany is Düsseldorfer Straße 83, 40667 Meerbusch, and its telephone number is +49 (0)2132 – 9308-0. BUCHER REISEN GmbH's website is located at: http://www.bucher-reisen.de. Condor Berlin GmbH is a limited liability company under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Cottbus, Germany, with registered number HRB 9650 CB. Its registered office is in Schönefeld, Germany. Its principal business address in Germany is Willy-Brandt-Platz 2, 12529 Schönefeld, and its telephone number is +49 (0)30 6091-65200. Condor Berlin GmbH does not have its own website. Condor Flugdienst GmbH is a limited liability company under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Darmstadt, Germany, with registered number HRB 83385. Its registered office is in Kelsterbach, Germany. Its principal business address in Germany is Condor Platz, 60549 Frankfurt am Main, and its telephone number is +49 (0)6107 939-0. Condor Flugdienst GmbH's website is located at: http://www.condor.com. Neckermann Polska Biuro Podróży Sp. z.o.o. is a private limited liability company, incorporated and operating under the laws of Poland, with registered seat in Warsaw, Poland and registered office at ul. Dubois 9, 00-182 Warszawa, Poland. It is registered with the register of entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy) by the District Court (Sąd Rejonowy) of the capital city of Warsaw in Warsaw, under number KRS 0000162234. Its principal business address is ul. Dubois 9, 00-182 Warszawa, Poland and its telephone number is 0048 22 536 98 50. Neckermann Polska Biuro Podróży Sp. z.o.o.'s website is located at: www.neckermann.pl. Thomas Cook Airlines Belgium NV is a corporation incorporated and registered in Belgium with registered number 476.635.729. Its registered office is at B 1831 Diegem, Bedrijvenzone Diegem, Luchthaven 45, Belgium. Thomas Cook AG is a stock corporation under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Bad Homburg v. d. Höhe, Germany, with registered number HRB 7265. Its registered office is in Oberursel (Taunus), Germany. Its principal business address in Germany is Thomas-Cook-Platz 1, 61440 Oberursel (Taunus), and its telephone number is +49 (0)6171 – 6500. Thomas Cook Aktiengesellschaft's website is located at: http://www.thomascook.info. Thomas Cook Austria AG is a joint stock company incorporated under Austrian law and registered with the commercial register of the Commercial Court of Vienna, Austria, under registration number FN 120288w. Its corporate seat is in Vienna, and its registered business address is at Ungargasse 59-61, 1030 Vienna, Austria. Its telephone number is +43 1 50202 ext. 0. Its websites are available under www.thomascook.at and www.neckermann-reisen.at. Thomas Cook Belgium NV is a corporation incorporated and registered in Belgium with registered number 418.052.479. Its registered office is at Tramstraat 63-67, 9052 Zwijnaarde, Belgium. Thomas Cook (CIS) AB is a private limited liability company, incorporated and registered in Sweden with company registration number 556333-2070. Its registered office is in Stockholm. Its registered address in Sweden is Rålambsvägen 17, 105 20 Stockholm. Its telephone number is + 46 8-55 51 32 00. Thomas Cook (CIS) AB's website is located at: thomascook.se. Thomas Cook Nederland B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law with its seat (zetel) in Amsterdam, the Netherlands and registered with the Trade Register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under registration number 33127166. Its registered office is at Spicalaan 41, 2132 JG Hoofddorp, the Netherlands, and its telephone number is +31 (0)23 513 53 53. Its website is located at: thomascook.nl. Thomas Cook SAS is a société par actions simplifiée à associé unique, incorporated and registered in Nanterre with registered number 572 158 905. Its registered office is at 92/ 98 Boulevard Victor Hugo, 92115 Clichy Cedex (France). Thomas Cook Touristik GmbH is a limited liability company under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) of Bad Homburg v. d. Höhe, Germany, with registered number HRB 4617. Its registered office is in Oberursel (Taunus), Germany. Its principal business address in Germany is Thomas-Cook-Platz 1, 61440 Oberursel 244 (Taunus), and its telephone number is +49 (0) 6171 – 6500. Thomas Cook Touristik Gesellschaft mit beschränkter Haftung's website is located at: http://www.thomascook.de. Thomas Cook Group plc is a public limited company organised under the laws of England and Wales with the registered number 06091951. Its registered office is at 3rd Floor, South Building, 200 Aldersgate Street, London EC1A 4HD, United Kingdom, and its telephone number is +44 (0)20 7557 6400. Its website is located at: www.thomascookgroup.com. Thomas Cook Group Treasury Limited is a private limited company organised under the laws of England and Wales with the registered number 06575598. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB. Its website is located at: www.thomascook.com. Thomas Cook UK Limited is a private limited company organised under the laws of England and Wales with the registered number 02631252. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascook.com. Thomas Cook Airlines Limited is a private limited company organised under the laws of England and Wales with the registered number 02012379. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 272. Its website is located at: www.thomascookairlines.com. Thomas Cook Tour Operations Limited is a private limited company organised under the laws of England and Wales with the registered number 03772199. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascook.com. TCCT Retail Limited is a private limited company organised under the laws of England and Wales with the registered number 07397858. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascook.com. Thomas Cook Retail Limited is a private limited company organised under the laws of England and Wales with the registered number 00102630. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascook.com. MyTravel Group Limited is a private limited company organised under the laws of England and Wales with the registered number 00742748. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 8443 357 564. Its website is located at: www.thomascook.com. Retail Travel Limited is a private limited company organised under the laws of England and Wales with the registered number 00918380. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB. Its website is located at: www.thomascook.com. Tourmajor Limited is a private limited company organised under the laws of England and Wales with the registered number 01450464. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascook.com. Thomas Cook Aircraft Engineering Limited is a private limited company organised under the laws of England and Wales with the registered number 04339114. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1614 984 400. Its website is located at: www.thomascook.com.

Close Number 30 Limited is a private limited company organised under the laws of England and Wales with the registered number 06031617. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascookgroup.com. Thomas Cook Continental Holdings Limited is a private limited company organised under the laws of England and Wales with the registered number 06614883. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB, and its telephone number is +44 1733 417 100. Its website is located at: www.thomascookgroup.com.

245 Thomas Cook West Investments Limited is a private limited company organised under the laws of England and Wales with the registered number 08157544. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB. Its website is located at: www.thomascookgroup.com Thomas Cook Group UK Limited is a private limited company organised under the laws of England and Wales with the registered number 02319744. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire PE3 8SB. Its website is located at: www.thomascookgroup.com TCGH Holdings Limited is a private limited company organised under the laws of England and Wales with the registered number 08587707. Its registered office is at The Thomas Cook Business Park, Coningsby Road, Peterborough, Cambridgeshire. Its website is located at: www.thomascookgroup.com

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GLOSSARY “available seat kilometres” or “ASK” is a measure of an airline's passenger carrying capacity and is calculated as the number of available seats multiplied by total kilometres flown; “CAGR” compound annual growth rate; “capacity” refers to: (i) (in the context of the Group's operations in the UK, Continental Europe and Northern Europe) the total number of holiday products/services that the Group has available for sale; and (ii) (in the context of the Airlines Germany segment) the total number of available seat kilometres; “committed capacity” means the amount of travel products or services that a member of the Group has contractually agreed to buy from a third party supplier (for example, hotel rooms from a hotel operator); “city break” means a holiday in a city; “concept” means a customer-facing proposition made up of a defined set of features aimed at creating loyalty via consistent delivery of a holiday experience; “controlled distribution” refers to travel products and services sold and distributed through the Group's distribution channels (including retail outlets, websites and call centres), as distinct from travel products and services sold and distributed through third parties); “conversion rate” means the ratio of: (i) visitors to a website who browse content; to (ii) visitors to a website who purchase products or services offered by the Group; “destination markets” means the countries and regions to which customers can travel by purchasing the products and services offered by the Group; “distribution channel” means a channel through which the Group makes its products and services available to customers or potential customers (including through retail outlets, websites and call centres as well as through third parties); “dynamically-packaged holiday” refers to a holiday where two or more individual holiday components, travel products or travel services are bundled together to meet the customer's personal requirements (for example, as to destination, duration, variety, quality and price) and offered by the Group as a single product; “exclusive hotel” means a hotel to which only the Group and its customers have access; “ground handling” refers to the servicing of an aircraft (e.g., refuelling) when it is on the ground; “independent travel products” means dynamically-packaged holidays, individual holiday components and scheduled tours; “individual holiday components” refers to individual travel products and services, such as flights, hotels, tours, car rentals and transfers, which are sourced by the Group from third party suppliers as and when requested by the customer; “KPI” means a key performance indicator, being a means by which the Group can assess whether strategic, financial or operational targets are being met;

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“load factor” is a measure (in the context of the Group's operations in the UK, Continental Europe and Northern Europe) of how successful the tour operator is at selling the committed capacity, which is calculated by dividing mass market passengers (excluding accommodation only passengers) by capacity; “long tail” means non-brochured, non-contracted hotel product sourced from third party bed banks, channel managers and agents; “omni-channel” refers to the offering of the Group's products and services across multiple distribution channels (including through retail outlets, websites and call centres, and using third parties); “revenue passenger kilometres” or “RPK” is a measure of the volume of passengers carried by an airline (one RPK is flown when one passenger is carried one kilometre); “scheduled tours” refers to a tour package that bundles transportation and lodging along with additional services (for example, sightseeing and museum admissions); “seat load factor” is a measure (in the context of the Airlines Germany segment) of how successful the airline is at selling the available capacity, which is calculated by dividing the RPK by ASK, and is the recognised IATA definition of load factor used for airlines; “significant source market” means the UK, Germany and Northern Europe source markets; “sun and beach” means a holiday at a waterside (sea or lake); “source markets” means the markets in which the Group source its customers; “traditional pre-packaged holiday” refers to a holiday where two or more travel products and/or services from the Group's committed capacity, such as charter flights, hotels and transfers, are bundled together by the Group and offered for sale by the Group as a single product; “winter sun” means sun and beach holidays offered to customers during the winter season; and “yield management” refers to the process of seeking to secure maximum profits from available capacity by making adjustments to the price of a product in response to market factors, such as demand or competition.

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THE ISSUER Thomas Cook Finance plc The Thomas Cook Business Park Coningsby Road Peterborough PE3 8SB United Kingdom LEGAL ADVISORS TO THE COMPANY As to United States and English Law Latham & Watkins (London) LLP 99 Bishopsgate London EC2M 3XF United Kingdom INDEPENDENT ADVISORS TO THE COMPANY Gleacher Shacklock LLP Cleveland House 33 King Street London SW1Y 6RJ United Kingdom TO THE INITIAL PURCHASERS As to United States and English Law Shearman & Sterling (London) LLP 9 Appold Street London EC2A 2AP United Kingdom AUDITORS OF THE COMPANY PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom TRUSTEE LEGAL ADVISOR TO THE TRUSTEE Wilmington Trust, National Association Suite 2R White & Case LLP 166 Mercer Street 5 Old Broad Street New York, NY 10012 London EC2N 1DW United States United Kingdom TRANSFER AGENT AND LISTING AGENT PRINCIPAL PAYING AGENT Citibank, N.A., London Branch Citigroup Centre Arthur Cox Listing Services Limited Canada Square Earlsfort Centre Canary Wharf Earlsfort Terrace London E14 5LB Dublin 2 United Kingdom Ireland REGISTRAR Citigroup Global Markets Deutschland AG 5th Floor Reuterueg 16 60323 Frankfurt Germany

imprima — C110525

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