#Singapore #Trip.com Group #Exchangeable Notes #Repurchase Right

Trip.com Group Notification of Repurchase Rights for 1.50% Exchangeable Senior Notes

Introduction

In a significant announcement made on May 27, 2025, Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) revealed that the holders of its 1.50% Exchangeable Senior Notes due 2027 will be given the opportunity to require the Company to repurchase these notes for cash. This decision marks an important financial event for the company and its investors, signaling a proactive approach toward managing its debt obligations.

Details of the Repurchase Right

The repurchase offer is initiated based on the Indenture established on July 20, 2020, along with a Supplemental Indenture from December 15, 2020. Holders of the Exchangeable Notes have the right to sell their notes back to the company for cash on July 1, 2025. To be eligible for this repurchase, noteholders must own a minimum of US$200,000 in notes, or multiples of US$1,000 above that threshold.

Key Dates

• - Start of Repurchase Right: 9:00 AM (New York City time), May 28, 2025
• - End of Repurchase Right: 5:00 PM (New York City time), June 27, 2025

This timeframe gives noteholders about a month to decide whether they wish to exercise their repurchase rights and sell back their securities.

Financial Implications

The repurchase price for the notes will include the principal amount and any accrued and unpaid interest up until the repurchase date. Notably, July 1, 2025, also represents an interest payment date, meaning that noteholders will receive any unpaid interest accrued through June 30, 2025. This creates an attractive opportunity for those who decide to participate in the buyback, as they will receive the total principal amount alongside interest.

As of the announcement on May 27, 2025, there remains US$500 million in principal outstanding for these Exchangeable Notes. Should all noteholders choose to sell their notes back under this repurchase option, the total cash outflow for Trip.com Group could reach that full amount, totaling US$500 million. This action reflects the company's status and commitment toward financial liquidity and responsible capital management.

How to Exercise the Repurchase Right

To utilize the 2025 Repurchase Right, holders must adhere to the transmittal procedures detailed in the Company's official repurchase notification. The notice is made available via the Depository Trust Company and The Bank of New York Mellon, the trustee for the notes.

Importantly, there is an option to withdraw any previously surrendered notes at any time before the close of the repurchase period. This flexibility allows investors to reassess their decisions as the financial landscape evolves over the following weeks.

Legal Disclaimer

While this announcement provides crucial details regarding the repurchase scenario, it is noteworthy that this communication does not serve as a formal offer to purchase or solicit any offers related to the notes or any associated securities. Transactions will only proceed under stipulated conditions identified in the Company’s official repurchase rights documentation.

About Trip.com Group Limited

Founded in 1999 and publicly listed, Trip.com Group is a premier global travel service platform. It offers a wide range of travel-related services, including accommodation booking, transportation ticketing, and corporate travel management. With various brands under its umbrella—such as Ctrip, Qunar, and Skyscanner—Trip.com is paving the way for hassle-free travel solutions tailored to the needs of global travelers. The company’s mission is to deliver the perfect trip experience while promoting better travel for a better world.

For any further inquiries, the company encourages holders of Exchangeable Notes to reach out through the designated contact points to obtain additional information regarding the repurchase rights and associated documents.