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First Choice Holidays PLC & TUI Travel Analyst Presentation 19 March 2007 Disclaimer

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First Choice Holidays PLC & TUI Travel Analyst Presentation 19 March 2007 Disclaimer TUI Travel PLC Merger of First Choice Holidays PLC & TUI Travel Analyst Presentation 19 March 2007 Disclaimer This presentation has been prepared solely for use at the presentation to analysts to be made on 19 March 2007. By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. THIS PRESENTATION IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND FOR USE AT THE ANALYST PRESENTATION TO BE HELD IN CONNECTION WITH THE PROPOSED MERGER OF FIRST CHOICE HOLIDAYS AND TUI TRAVEL TO CREATE TUI TRAVEL PLC (the MERGER). THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED OR REPRODUCED, IN WHOLE OR IN PART, BY ANY MEDIUM OR IN ANY FORM FOR ANY PURPOSE. NEITHER THIS PRESENTATION NOR ANY COPY OF IT NOR THE INFORMATION CONTAINED IN IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA OR AUSTRALIA OR DISTRIBUTED OR REDISTRIBUTED IN JAPAN OR TO ANY RESIDENT THEREOF. THE DISTRIBUTION OF THIS PRESENTATION IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS PRESENTATION COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. This presentation is being communicated in the United Kingdom only to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) (all such persons being referred to as relevant persons). This presentation is only directed at relevant persons and any investment or investment activity to which this presentation relates is only available to relevant persons or will be engaged in only with relevant persons. Other persons should not rely on or act upon this presentation or any of its contents. The information set out herein may be subject to updating, completion, revision and amendment and such information may change materially. No representation or warranty, express or implied, is or will be made by TUI Travel PLC, First Choice Holidays or TUI, their advisers or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and any reliance you place on them will be at your sole risk. Without prejudice to the foregoing, none of TUI Travel PLC, First Choice Holidays, TUI, their associates, their advisers nor their representatives accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from use of this presentation or its contents or otherwise arising in connection therewith. This presentation does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction in connection with the Merger or otherwise, nor should it or any part of it form the basis of or be relied on in connection with, any contract or commitment whatsoever. This document is an advertisement and not a prospectus and no part of this communication should form the basis of, or be relied on, in connection with any contract or commitment or investment decision whatsoever. Certain statements in this presentation, particularly those regarding the expected timetable of the Merger, opportunities, synergies, performance, optimisation, costs and growth, constitute "forward-looking statements". These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, securing necessary governmental and other approvals, the satisfaction of the conditions of the Merger, changing business or other market conditions and prospects for growth. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward looking statements are not guarantees of future performance. They have not been reviewed by the auditors of First Choice Holidays, TUI or TUI Travel. These forward looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward looking statements. All subsequent oral or written forward looking statements attributable to First Choice Holidays, TUI or TUI Travel or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The Directors disclaim any obligation to update their view of such risks and uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law. Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for First Choice Holidays PLC in connection with the Merger and no-one else and will not be responsible to anyone other than First Choice Holidays PLC for providing the protections afforded to clients of Lazard or for providing advice in relation to the Merger, the content of this communication or any matter referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority; and is regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting exclusively as financial adviser and broker to First Choice Holidays PLC and no one else in connection with the Merger and will not be responsible to anyone other than First Choice Holidays PLC for providing the protections afforded to clients of Deutsche Bank AG nor for providing advice in relation to the Merger, the content of this communication or any matter referred to herein. Morgan Stanley Bank AG is acting for TUI in connection with the Merger and no one else and will not be responsible to anyone other than TUI for providing the protections afforded to clients of Morgan Stanley Bank AG or for providing advice in relation to the Merger or any other matters referred to in this presentation. 1 Agenda Transaction Overview Michael Frenzel, CEO TUI AG Chairman Designate TUI Travel PLC Deal Rationale & Strategy Peter Long, CE First Choice Holidays PLC CEO Designate TUI Travel PLC Financials & Synergies Paul Bowtell, Group FD First Choice Holidays PLC CFO Designate TUI Travel PLC Current Trading & Conclusion Peter Long Q&A 2 Michael Frenzel, CEO TUI AG Chairman Designate of TUI Travel PLC 3 TUI Travel – Set for Growth and Profitability A leading worldwide travel group operating in 20 source markets serving approximately 27 million customers per year in over 200 destinations Creating a position of Platform to leverage significant synergies strength enabling us to and economies of scale to deliver cost actively shape the future advantage in a competitive market place of the sector Participate in many growth segments of the leisure travel space 4 Overview of Transaction Merger between TUI Travel and First Choice Holidays PLC to create TUI Travel PLC First Choice Holidays PLC shareholders will own 49% of TUI Travel PLC and TUI AG will own 51% Pro forma revenues of £12.1bn (€17.6bn), EBITDA of £569m (€831m) and EBITA of £340m (€497m) before central costs of c.£15m for First Choice Holidays PLC TUI AG will transfer €875m (approximately £600m) of net debt (including pension liabilities) to TUI Travel PLC Application for TUI Travel PLC’s shares to be listed on the Official List and traded on the London Stock Exchange. TUI Travel PLC to be headquartered in the UK Merger subject to competition clearance and First Choice Holidays PLC shareholder approval All of First Choice Holidays PLC and TUI’s tourism division, excluding certain hotel assets, is within the transaction scope Participation in component and specialist segments of the travel marketplace to offer sustainable growth c.£100m (c.€146m) of expected pre-tax synergies per annum to be realised within three years of completion 5 Balanced Management Structure – Experienced Team TUI Travel PLC Chairman and Deputy-Chairman – Michael Frenzel, Chairman (Chief Executive of TUI AG) Non – Sir Mike Hodgkinson, Deputy-Chairman (Chairman, First Executive Choice Holidays PLC) Executive Directors from both businesses – Peter Long – Chief Executive Officer First Choice Holidays – Peter Rothwell – Deputy CEO TUI – Paul Bowtell – Chief Financial Officer First Choice Holidays – Will Waggott – Group Commercial Director TUI – Christoph Mueller – Aviation Director TUI – Volker Böttcher – Managing Director, Central Europe TUI Board will also consist of: – Eight other independent non-Executive Directors – One non-Executive Director from TUI AG (who is not considered independent) 6 Clear Signal to TUI Shareholders – Two-Pillar Strategy Confirmed
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