Kuoni Group posts strong organic growth for 2015 Higher earnings ...

INFORMATION

Zurich, 15 March 2016

Kuoni Group posts strong organic growth for 2015 Higher earnings from continuing operations -

-

CHF 3,349 million turnover, organic growth of +6.9% Significant organic turnover growth at Global Travel Distribution, GTD (+9.8%) and VFS Global (+23.3%) Divisions Operating earnings before amortisation (EBITA): CHF 124.0 million, +17.3% Operating earnings (EBIT): CHF 81.2 million, +6.3% Net result from continuing operations: CHF 57.9 million Net result: CHF -294.2 million, including one-time exceptional effects of the sale of tour operating activities and CHF -219.7 million of related reclassified currency translation losses accumulated over the years (CTA) Equity ratio at 32.5% Restructuring of Global Travel Services Division (GTS) and adjustment of support and corporate functions are progressing as planned and delivering expected results Completion of EQT’s public tender offer expected by mid-year 2016

Key figures CHF million Turnover Gross profit Gross profit margin (%) Operating earnings before amortisation (EBITA) EBITA margin (%) Operating earnings (EBIT) EBIT margin (%) Net result from continuing operations Net result from discontinued operations, net of income taxes Net Result Free cash flow from continuing operations

2015 3,348.7 609.7 18.2 124.0

3,5

3.7 3,4,5

81.2

2.4 57.9

1

Change in %

3,372.0 612.2 18.2

-0.7 -0.4

2

17.3

2014

105.7

3.1 2 76.4 2.3 58.2

6

9.2

6

67.4 55.1

-352.1

-294.2 120.3

6.3 -0.5

118.3

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India. 2 Incl. positive contribution from the sale of a property in Zurich in the first half of 2014 in the amount of CHF 10.1 million. 3 Incl. costs of CHF 25.2 million from restructuring of GTS Division (CHF 18.0 million) and support and corporate functions (CHF 7.2 million). 4 Incl. costs of CHF 16.5 million as part of the restructuring of GTS Division (impairment on other intangible assets). 5 Incl. positive contribution of CHF 52.6 million from the sale of the "Neue Hard” property in Zurich. 6 Incl. reclassification of currency translation losses accumulated over the years (CTA) of CHF -219.7 million.

Neue Hard 7 8005 Zurich, Switzerland

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Zubin Karkaria, CEO of Kuoni Group made the following comments: “The Kuoni Group is reporting a positive increase in organic growth and operating earnings. There were particularly good performances in 2015 from the GTD Division’s businesses dealing with worldwide distribution of hotel accommodation and destination services, and from the visa service provider VFS Global. The restructuring of the GTS Division and the adjustment of support and group functions are progressing as planned and delivering the expected results. The focus on global business-to-business activities in growth markets, initiated in 2015, is developing well. The results are a good starting point for the successful expansion of Kuoni’s leading positions under the intended new ownership of private equity company EQT.”

Current trading 2016 As of 6 March 2016, the percentage changes in booking levels and turnover for 2016 compared with the equivalent prior-year period were as follows in Swiss franc (CHF) and local currency (LC) terms: Continuing operations

CHF

LC

Global Travel Distribution (GTD) Global Travel Services (GTS) VFS Global (number of applications processed)

+1% -8%

0% -9% +2%

Analysts’ and media conference calls on the annual results / 2015 Annual Report online The following conference calls will be held today for analysts and journalists: Analysts 9.30 a.m. CET (in English) Media 11 a.m. CET (mainly in German) Dial-in numbers: from Europe +41 (0)58 310 50 00 from the UK +44 (0)203 059 5862 Zubin Karkaria CEO of Kuoni Group, Thomas Peyer, outgoing CFO and Prisca Havranek-Kosicek, new CFO of Kuoni Group, will be presenting the 2015 annual results. All information and the investor presentation are available for download today from 7 a.m. CET at kuoni.com. The complete 2015 Annual Report is available online immediately in German and English at: 2015.kuoni-report.com

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Kuoni Group figures for 2015 Kuoni Group generated turnover of CHF 3,349 million from continuing operations in the 2015 financial year 1 (2014 : CHF 3,372 million). Organic growth was +6.9%. Exchange rate effects had a significant -7.6% negative impact on turnover expressed in Swiss francs, the Group's presentation currency. The GTD and VFS Global Divisions recorded very positive organic growth of +9.8% and +23.3% respectively. Within the GTS Division (-1.3% organic) group travel business grew organically, while the Destination Management Specialists saw turnover decline. 1

Gross profit came to CHF 609.7 million (2014 : CHF 612.2 million). The strong Swiss franc had a negative 1 effect of -7.5%. The gross profit margin was stable at 18.2% (2014 : 18.2%). VFS Global significantly increased its gross profit thanks to strong growth. The GTD Division generated a significant increase in gross profit in the fourth quarter of 2015, which despite the strong negative currency influence led to a slightly higher gross profit for the year as a whole. Meanwhile the GTS Division's gross profit declined. Lower demand in the key Japanese market had a particularly negative impact. 3,5

Operating earnings before amortisation (EBITA) from continuing operations came to CHF 124.0 million 1 2 3,4,5 1 2 (2014 : CHF 105.7 million). Operating earnings (EBIT) stood at CHF 81.2 million (2014 : CHF 76.4 million). The strong growth and higher gross profit of the GTD and VFS Global Divisions had a positive effect on operating earnings. Results were also boosted by the proceeds of the sale of the “Neue Hard” property in Zurich in the fourth quarter of 2015. By contrast, the restructuring of the GTS Division initiated in November 2015 led to a CHF 16.5 million impairment on other intangible assets as well as additional costs of CHF 3.0 million for IT restructuring. In total restructuring expenses in the GTS Division and for the reduction of support and corporate functions amounted to CHF 25.2 million. Adjusted EBITA came to CHF 96.6 million and adjusted EBIT to CHF 70.3 million. The prior-year results had been boosted by the CHF 10.1 million proceeds of a property sale in Zurich. Net profit from continuing operations came to CHF 57.9

3,4,5

1,2

million (2014 : CHF 58.2 million). 6

1

The net result from discontinued operations stood at CHF -352.1 million (2014 : CHF 9.2 million) incl. tour operators in Switzerland, the UK, Scandinavia/Finland, Benelux, India, Hong Kong and Destination Management India. The sale of tour operating activities resulted in a loss of CHF -132.4 million. This includes the net result from these units, the cost of the sales process and an impairment of goodwill. Most of this loss had no effect on liquidity. At the time the sold tour operating activities were deconsolidated, reclassified currency translation losses accumulated over the years (CTA) came to CHF -219.7 million. The reclassification of CTA had no effect on equity or liquidity.

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India. 2 Incl. positive contribution from the sale of a property in Zurich in the first half of 2014 in the amount of CHF 10.1 million. 3 Incl. costs of CHF 25.2 million from restructuring of GTS Division (CHF 18.0 million) and support and corporate functions (CHF 7.2 million). 4 Incl. costs of CHF 16.5 million as part of the restructuring of GTS Division (impairment on other intangible assets). 5 Incl. positive contribution of CHF 52.6 million from the sale of the "Neue Hard" property in Zurich. 6 Incl. reclassification of currency translation losses accumulated over the years (CTA) of CHF -219.7 million.

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1

Cash flow from operating activities from continuing operations came to CHF 74.1 million (2014 : CHF 91.6 1 million). Free cash flow from continuing operations went up significantly to CHF 120.3 million (2014 : CHF 55.1 million). This year-on-year increase is mainly due to the sale of the "Neue Hard" property. Kuoni Group’s equity at 31 December 2015 came to CHF 530.3 million (31.12.2014: CHF 779.2 million). The equity ratio stood at 32.5% (31.12.2014: 32.2%). Equity declined significantly compared to 2014 owing to the loss on the sale of discontinued operations, the distribution against capital reserves, and currency translation losses resulting from the Swiss National Bank's decision to abandon the minimum exchange rate against the euro. Net debt as of 31 December 2015 was lower at CHF 54.5 million (2014: CHF 273.8 million), thanks to the sale of the tour operating business and the “Neue Hard” property in Zurich. As at 31 December 2015, Kuoni Group's continuing operations had 8,117 employees (FTE, 2014: 7,609 FTE). The increase is due to the strong growth of the GTD and VFS Global Divisions.

Deconsolidation of the sold Asian tour operating activities in the fourth quarter of 2015 With the completion of the sale (closing) of Asian tour operating activities and Destination Management India, Kuoni Group has deconsolidated the assets and debt capital from these areas of business.

Distribution proposed to the Annual General Meeting of Shareholders As stated in the public tender offer by private equity company EQT on 29 February 2016, any dividend distribution would be deducted from the offer price. The Board of Directors is therefore recommending to the forthcoming Annual General Meeting that no dividend in the form of a withholding tax-free distribution against reserves from capital contributions be paid.

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India.

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Income Statement CHF million Continuing operations Turnover Direct costs Gross profit Personnel expense Marketing and advertising expense Other operating expense Other operating income Share in result from joint ventures Depreciation Restructuring expense Earnings before interest, taxes and amortisation (EBITA) Amortisation Impairment of other intangible assets Earnings before interest and taxes (EBIT) Financial income Financial expense Result before taxes Income tax expense Net result from continuing operations Net result from discontinued operations, net of income taxes Net Result Of which: Attributable to non-controlling interests Attributable to shareholders of Kuoni Travel Holding Ltd Earnings per share (in CHF) Basic / diluted earnings per registered share A Basic / diluted earnings per registered share B Earnings per share from continuing operations (in CHF) Basic / diluted earnings per registered share A Basic / diluted earnings per registered share B

2015 3,348.7 -2,739.0 609.7 -324.3 -9.2 -149.4 53.2 -1.9 -28.9 -25.2

2014

1

Change in %

3,372 -2,759.8 612.2 -323.8 -8.1 -150.9 10.1 -2.0 -31.8 0.0

-0.7 0.8 -0.4 -0.2 -13.6 1.0 426.7 5.0 9.1

2

17.3

-26.3 -16.5 3,4,5 81.2 6.7 -9.0 78.9 -21.0 57.9

-29.3 0.0 2 76.4 6.7 -6.0 77.1 -18.9 58.2

10.2

6

9.2

6

67.4

0.9

1.0

-295.1

66.4

-15.10 -75.51

3.44 17.20

2.92 14.59

2.97 14.86

124.0

3,5

-352.1 -294.2

105.7

6.3 -50.0 2.3 -11.1 -0.5

-10.0

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India. 2 Incl. positive contribution from the sale of a property in Zurich in the first half of 2014 in the amount of CHF 10.1 million. 3 Incl. costs of CHF 25.2 million from restructuring of GTS Division (CHF 18.0 million) and support and corporate functions (CHF 7.2 million). 4 Incl. costs of CHF 16.5 million as part of the restructuring of GTS Division (impairment on other intangible assets). 5 Incl. positive contribution of CHF 52.6 million from the sale of the "Neue Hard" property in Zurich. 6 Incl. reclassification of currency translation losses accumulated over the years (CTA) of CHF -219.7 million

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Breakdown of turnover CHF million

2015

2014

1

Change in %

Organic growth in %

Global Travel Distribution (GTD)

1,979.3

1,933.6

2.4

9.8

Global Travel Services (GTS) VFS Global Turnover eliminations Kuoni Group

1,054.8 316.5 -1.9 3,348.7

1,169.6 270.8 -2.0 3,372.0

-9.8 16.9

-1.3 23.3

-0.7

6.9

Breakdown of earnings before amortization (EBITA) CHF million Global Travel Distribution (GTD) Global Travel Services (GTS) VFS Global Corporate Kuoni Group

2015 66.7 3 -24.7 53.9 3,5 28.1 3,5 124.0

1

Change in %

63.2 1.2 52.5 2 -11.2 105.7

5.5

2014

2.7 17.3

Breakdown earnings (EBIT) CHF million Global Travel Distribution (GTD) Global Travel Services (GTS) VFS Global Corporate Kuoni Group

2015 48.0 3,4 -48.8 53.9 3,5 28.1 3,4,5 81.2

1

Change in %

42.0 -6.9 52.5 2 -11.2 76.4

14.3

2014

2.7 6.3

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India. 2 Incl. positive contribution from the sale of a property in Zurich in the first half of 2014 in the amount of CHF 10.1 million. 3 Incl. costs from restructuring of GTS Division (CHF 18.0 million) and support and corporate functions (CHF 7.2 million). 4 Incl. costs of CHF 16.5 million as part of the restructuring of GTS Division (impairment on other intangible assets). 5 Incl. positive contribution of CHF 52.6 million from the sale of the "Neue Hard" property in Zurich.

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Divisions Global Travel Distribution (GTD) 1 Turnover came to CHF 1,979 million in 2015 (2014 : CHF 1,934 million). Organic growth came to +9.8%. 1 Operating earnings before amortization (EBITA) came to CHF 66.7 million (2014 : CHF 63.2 million). 1 Operating earnings (EBIT) stood at CHF 48.0 million (2014 : CHF 42.0 million). A new record of 14.5 million room nights were booked in 2015, which is 6.5% up on the previous year. The strongest growth came from markets in Asia and the Middle East. Both the summer quarter and the fourth quarter saw significant improvements in the gross profit margin. Higher personnel costs and investments in technology resulting from the growth strategy and increased productivity had an impact on operating earnings.

Global Travel Services (GTS) In the 2015 financial year, the group travel business and Destination Management Specialists generated 1 turnover of CHF 1,055 million (2014 : CHF 1,170 million). Organic growth was -1.3%. Operating earn2 1 ings before amortization (EBITA) came to CHF -24.7 million (2014 : CHF 1.2 million). Operating earn2,3 1 ings (EBIT) stood at CHF -48.8 million (2014 : CHF -6.9 million). In group travel business, positive growth outside Japan, especially in China and Taiwan, resulted in overall organic growth. A total of approximately 3.2 million room nights were booked in 2015, an increase of 1.1%. Turnover at the Destination Management Specialists was hit by lower demand from Russia (a result of the depreciation of the rouble), as well as by terror warnings and new visa rules in South Africa for customers from India and China. Our Destination Management Specialists in the Middle East and Africa suffered particularly from these factors. In addition, the strong Swiss franc had a significant negative effect on conversion into the presentation currency, leading to a fall in turnover. The negative operating result (EBIT) was weighed down by the restructuring of the Division. Restructuring is progressing according to plan. The organisational structure has already been adjusted. Management layers and overall headcount have been reduced. Sales strategies have been adapted as well and new pricing processes have now been introduced to increase margins. These measures will have a positive impact on results from 2016. Cost savings and a focus on destination services with higher margins and more profitable orders led to an improvement in operating earnings at Destination Management Specialists.

1 Restatement of comparative period figures due to the disposal of all outbound tour operating activities and the inbound business in India. 2 Incl. costs from restructuring of GTS Division (CHF 18.0 million) and support and corporate functions (CHF 7.2 million). 3 Incl. costs of CHF 16.5 million as part of the restructuring of GTS Division (impairment on other intangible assets).

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VFS Global The visa services provider increased turnover significantly to CHF 316.5 million (2014: CHF 270.8 million). Organic growth came to +23.3%. Operating earnings before amortization (EBITA) and operating earnings (EBIT) came to CHF 53.9 million (2014: CHF 52.5 million). 20.1 million visa applications were processed in 2015, the first time the 20-million mark has been passed within a single year. This represents an increase of 10.1% on the prior-year period. The growth was achieved primarily in the source markets of Asia/Pacific, India, the Middle East and Africa. The difficult economic situation in Russia led to a marked decrease in applications in this source market. A temporary contract with the South African government for administrative processing of residency services for foreigners was carried out as planned in the previous year and into the first half of 2015. As expected this resulted in a dip in growth and earnings in the second half of 2015 because of the high comparative figure. As at 31 December 2015, VFS Global was operating 1,916 application centres around the world for 48 governments in 123 countries. The joint venture providing visa services for the Kingdom of Saudi Arabia made a small negative contribution to earnings in 2015. The late introduction of biometric visas caused delays in business expansion. In addition, because of existing restrictions on family visas, a lower number of visa applications were processed than originally planned.

Public tender offer by private equity company EQT On 2 February 2016 EQT announced a public tender offer for all publicly held registered shares of Kuoni Travel Holding Ltd (SIX: KUNN) at a price of CHF 370.00 per share in cash. This offer represents a premium of 34.1% on the current 60-day volume-weighted average price of Kuoni shares ("VWAP") and a premium of 60.0% on VWAP before Kuoni’s press release of 5 January 2016 in which Kuoni confirmed it was having initial discussions with potential buyers. Kuoni Group's Board of Directors supports the public tender offer. This decision is based on a comprehensive review and evaluation of all strategic options for creating shareholder value and furthering the company’s interests. The prospectus for the public tender offer, the Board of Directors’ report and the fairness opinion were published on 29 February 2016 and are available electronically at kuoni.com. The indicative timetable for the transaction is as follows: 15 March - 13 April 2016, 16.00 CET 14 April 2016 19 April 2016 20 April - 3 May 2016, 16.00 CET 2 May 2016 4 May 2016 10 May 2016 19 May 2016

Acceptance period Publication of provisional interim results of tender offer Publication of definitive interim results of tender offer Additional acceptance period of tender offer Extraordinary General Meeting of Kuoni Travel Holding Ltd. Publication of provisional final results of tender offer Publication of definitive final results of tender offer 1 Settlement of public tender offer

1 EQT reserves the right to postpone completion of the offer if the offer conditions have not been met, and in particular if it has not received approval from the competition authorities.

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Information about the extraordinary General Meeting of Shareholders on 2 May 2016 The Annual General Meeting of Shareholders of Kuoni Travel Holding Ltd announced for 26 April 2016 will be postponed. It will take place at a later date, which will be announced in due course. The following tentative agenda items are being presented for voting to the extraordinary General Meeting of Shareholders of 2 May 2016: 1. Elections 1.1. Elections to the Board of Directors 1.2. Election of the Chairman of the Board of Directors 1.3. Election of Members of the Compensation Committee 2. Amendments to Articles of Incorporation - Article 3b Conditional capital - Article 5 Share register, transfer restriction, nominees - Article 13 Voting rights, representation - Article 14 independent proxy - Article 16 Qualified majority for important resolutions 3.

Miscellaneous

The official, complete and legally binding invitation to the Extraordinary General Meeting of Shareholders of Kuoni Travel Holding Ltd with all agenda items, proposals and explanations by the Board of Directors is being sent in due course by post or via the online platform to shareholders registered in the share register, and is being published on the respective day in the Swiss Commercial Gazette (Schweizerisches Handelsamtsblatt). This announcement is not an invitation to the Extraordinary General Meeting.

This information on the 2015 annual results is also available in the original German. The German version is the authoritative version.

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About Kuoni Group Kuoni Group (Zurich Stock Exchange SIX: KUNN) is a leading service provider to the global travel industry and governments with leading positions in its areas of activity and sustainable growth prospects, with a strong focus on Asia. Kuoni Group generated turnover of CHF 3.35 billion in the 2015 financial year and employed about 8’000 people (FTE) at the end of 2015. Kuoni Group focuses on three core activities: Global Travel Distribution (GTD) is an industry pioneer and a highly experienced, leading global distributor that provides travel companies with easy access to hotel accommodation and destination services. It sells approximately 40,000 room nights per day online. More than 40% of its turnover is sourced from fastgrowing markets in Asia, the Middle East and Africa. Global Travel Services (GTS) sources and coordinates destination services - from accommodation, transportation, tours and activities to venues and event management. GTS is the number one player in the growing group travel market and handles 50,000 leisure tours per year. GTS generates more than 60% of its turnover from Asia/Pacific source markets. VFS Global, the industry pioneer and world’s leading visa services provider, works for 48 governments, operates 1,916 application centres in 123 countries and holds an estimated 48% market share of the global outsourced applications market. It generates more than 70% of its turnover from applicants from the Asia/Pacific region.

Further Information Media Peter Brun Chief Communications Officer Kuoni Travel Holding Ltd Neue Hard 7 CH-8010 Zurich P +41 (0)44 277 48 28 M +41 (0)76 370 24 24 [email protected]

Further Information Analysts and Investors Süha Demokan Head Investor Relations Kuoni Travel Holding Ltd Neue Hard 7 CH-8010 Zurich P +41 (0)44 277 45 28 M +41 (0)79 430 81 46 [email protected]

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Disclaimer This communication contains statements that constitute “forward-looking statements” including, but not limited to, those using the words “believes”, “assumes”, “expects” or formulations of a similar kind. In this communication, such forward-looking statements include, without limitation, statements relating to our financial condition, results of operations and business and certain of our strategic plans and objectives. Such forward-looking statements are made on the basis of assumptions and expectations that we believe to be reasonable at this time, but may prove to be erroneous. Because these forward-looking statements are subject to risks and uncertainties, actual future results, the financial condition, the development or performance of Kuoni Travel Holding and/or its affiliates (referred to as “Kuoni”) may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors which are beyond Kuoni's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors detailed in Kuoni’s past and future filings and reports, including press releases, reports and other information posted on Kuoni’s websites or in other form. Readers are cautioned not to put undue reliance on forward-looking statements which speak only of the date of this communication. Kuoni disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise. It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of the full-year results. Persons requiring advice should consult an independent adviser. This communication does not constitute an offer or an invitation for the sale or purchase of securities in any jurisdiction. Offer restrictions The Offer referred to in this communication will not be made, directly or indirectly, in any country or jurisdiction in which such Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require the Offeror or any of its affiliates to change or amend the terms or conditions of the Offer in any way, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in such countries or jurisdictions nor be sent into such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of any securities of Kuoni by any person or entity resident or incorporated in any such country or jurisdiction. Notice to U.S. Holders The Offer is being made for the registered shares of Kuoni Travel Holding Ltd, a Swiss company (the Company) whose shares are listed on the SIX Swiss Exchange (SIX), and is subject to Swiss disclosure and procedural requirements, which are different from those in the United States (U.S.). The Offer is being made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. holders of publicly held registered shares of the Company with a nominal value of CHF 1.00 each (each a Kuoni B Share) are encouraged to consult with their own Swiss advisors regarding the Offer. This communication does not constitute the Offer. The Offeror will disseminate the Offer Prospectus (with full Offer terms and conditions) as required by applicable law, and the shareholders of the Company should review the Offer Prospectus and all other Offer documents carefully. The Offer may not be accepted before publication of the Offer Prospectus and expiration of a cooling-off period of ten (10) trading days (if not extended by the Swiss Takeover Board (TOB)), which will run from the trading day immediately after the publication date of the Offer Prospectus. According to the laws of Switzerland, Kuoni B Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Kuoni B Shares is launched. In accordance with the laws of Switzerland and subject to applicable regulatory requirements, the Offeror and its subsidiaries or their nominees or brokers (acting as agents for the Offeror) may from time to time after the date of the Offer, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, Kuoni B Shares. These purchases, or arrangements to purchase, may occur either in the open market at prevailing prices or in private transactions at negotiated prices and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws. Any such purchases will not be made at prices higher than the Offer Price or on terms more favorable than those offered pursuant to the Offer unless the Offer Price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on www.eqt.se to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisors to the Offeror and the Company may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. securities laws, since each of the Offeror and the Company is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

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The receipt of cash pursuant to the Offer by a U.S. holder of Kuoni B Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of the Company is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer. Neither the U.S. Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this communication. Any representation to the contrary is a criminal offence in the U.S. American Depositary Receipts The Offeror is aware that there is an "unsponsored" American Depositary Receipt Program concerning Kuoni B Shares. The Offer is not being made for American Depositary Receipts of Kuoni (ADRs). Holders of ADRs are encouraged to consult with the depositary regarding the tender of Kuoni B Shares. The Offeror is unaware of whether the depositary will make arrangements to tender the underlying Kuoni B Shares into the Offer on behalf of holders of ADRs. Holders of ADRs who wish to participate in the Offer should present their ADRs to the depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the "unsponsored" American Depositary Receipt Program concerning Kuoni B Shares, including payment of the depositary’s fees and any applicable transfer fees, taxes and governmental charges) delivery of Kuoni B Shares to them, in order to become shareholders of the Company. The Offer may then be accepted in accordance with its terms for the Kuoni B Shares delivered to holders of ADRs upon such cancellation. Holders of ADRs should be aware, however, that in order to tender in this manner, they may need to have an account in Switzerland into which the Kuoni B Shares can be delivered. United Kingdom This communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Australia, Canada and Japan The Offer referred to in this communication is not addressed to shareholders of Kuoni whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.

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