Notice of GM

NOTICE OF GENERAL MEETING

12 April 2019 - Thomas Cook Group plc (the "Group" or the "Company") is convening a General Meeting on 29 April 2019. The purpose of the meeting will be to approve a resolution that will be set out in a circular to shareholders (the "Circular") to be published later today.

Under Article 122(B) of its Articles of Association (the "Articles"), the Group sets a limit on the level of borrowings based on a multiple of the adjusted capital and reserves of the Company as set out in its audited balance sheet. As part of its ongoing strategic review of the Group Airline, as announced on 7 February 2019, the Board has received external advice that its current interpretation and treatment of Article 122(B) may, and may in certain periods in the past, have led the Company inadvertently to permit a level of borrowings which, while consistent with the credit rating and financial needs of the business, may have been in excess of the limit permitted in the Articles. An implication of the possible technical breaches is that the Company would be unable to roll-over existing credit facilities for the purpose of day-to-day treasury management, as it has done in previous years.

The Company proposes to seek approval from its shareholders, by way of an ordinary resolution, to allow it to remove the limitations under Article 122(B) of the Articles for a limited period until the next annual general meeting of the shareholders of the Company, and to ratify certain actions of the Board taken in respect of the above. The Board intends to reconsider the limitations on the Company's borrowings prior to the next AGM and, if appropriate, will propose amendments to the Articles prior to expiry of the proposed dispensation of borrowing limits.

Further details of the meeting and resolution will be included in the Circular.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

-ENDS-

About Thomas Cook Group Plc.

Thomas Cook Group plc. is one of the world's leading leisure travel groups, with sales of £9.6 billion in the year ended 30 September 2018. It is supported by 21,000 employees and has 200 own-brand hotels. It operates from 16 source markets and serves over 22 million customers annually. Thomas Cook Group plc's shares are listed on the London Stock Exchange (TCG).

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