euro adhoc: TUI AG / Capital measures / TUI AG launches equity-linked financing in shares of TUI Travel PLC Ad-hoc announcement according to § 15 WpHG

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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09.01.2008

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF
AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA, JERSEY OR JAPAN, OR IN
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW

Hanover, 9 January 2008

TUI AG ("TUI") decided today to launch an equity-linked financing in
shares of TUI Travel PLC ("TTP") (the "Financing") using a part of
its stake in TTP. The initial issue size of the Financing will be
EUR450 million but may be increased at the option of TUI by up to
EUR50 million to EUR500 million. TUI is raising finance on attractive
terms and providing TTP with greater financial autonomy whilst
remaining committed to its "two pillar" strategy of tourism and
shipping. TUI will continue to fully consolidate the accounts of TTP.

The Financing

TUI will enter into contracts with Deutsche Bank which, in turn, will
enter into contracts with Nero Finance Limited ("Nero Finance"), a
Jersey incorporated company which will issue exchangeable bonds with
a cash settlement option (the "Bonds") with shares in TTP (the
"Shares") as underlying. TUI will not have any stake in Nero Finance.
As part of the Financing, TUI will sell the Shares to Deutsche Bank
which will represent up to 9.1% of TTP´s share capital (assuming an
issue size of EUR450 million and based on the assumptions stated
below).

The Shares will be transferred from Deutsche Bank to Nero Finance.
Under the terms of the Financing, TUI has the ability to demand that
any obligations to deliver Shares that may arise under the terms of
the Bonds are cash settled against redelivery of the Shares to TUI,
thereby ensuring TUI´s long term strategy of retaining TTP as part of
the group.

TUI intends to use the proceeds of the Financing to replace existing
credit lines in order to strengthen its financial profile and for
general corporate purposes. Under the framework of its commitment to
the "two pillar" strategy, TUI seeks to maximise the financial
flexibility of both TUI and TTP and ensure their financial
independence.

Following the completion of the Financing, TTP will be able to raise
debt on a stand-alone basis. The financial autonomy granted to TTP
as a result of this transaction is seen as a significant and very
positive step in TTP´s development.

The Exchangeable Bonds

Nero Finance will issue the Bonds and transfer the proceeds from the
issuance of the Bonds to Deutsche Bank for onward transfer to TUI.
Corresponding to the size of the Financing, the initial issue size of
the Bonds will be EUR450 million. In addition, TUI has an upsize
option in order to enable an increase of the Financing by up to EUR50
million. The maximum issue size of the Bonds and, accordingly, also
the proceeds of the Financing, can therefore amount to EUR500
million. The Bonds will be issued at par and will be redeemable at
par on 15 April 2013. The Bonds are expected to pay a coupon of
between 3.625% - 4.125% per annum. The exchange price is expected to
be set at a premium of between 30 - 35% above the volume weighted
average price of the Shares during the placement. The coupon, the
exchange premium and the exchange price will be determined based on a
bookbuilding process.

Based on yesterday´s closing price of GBp 255 per Share and a EUR/GBP
rate of 1.342, 97.4 - 101.2 million Shares would be underlying the
Bonds at the outset (assuming an issue size of EUR450 million).
Depending on the development of the share price, the final pricing
and the exercise of the upsize-option, the number of Shares may vary.

Nero Finance intends to apply for quotation of the Bonds on the
Freiverkehr segment of the Frankfurt Stock Exchange however closing
of the Bonds is not conditional upon obtaining such listing.

Deutsche Bank, Citi, Dresdner Kleinwort and UniCredit (Bayerische
Hypo- und Vereinsbank) are acting as joint-lead managers and
joint-bookrunners for the offering of the Bonds.

Hanover, 9 January 2008
The Management Board

Contact:
Björn Beroleit, phone +49 (0)511 - 566 1310
Nicola Gehrt, phone +49 (0)511 - 566 1435

TUI Aktiengesellschaft
Karl Wiechert Allee 4
D-30625 Hannover
Investor Relations
Tel.: ++49 (0) 511 566 1425
Fax: ++49 (0) 511 566 1096
ISIN: DE000TUAG000

This press release is for information purposes only and does not
constitute or form part of, and should not be construed as an offer
or an invitation to sell, or issue or the solicitation of any offer
to buy or subscribe for, any securities. In connection with this
transaction there has not been, nor will there be, any public
offering of the Bonds. No prospectus will be prepared in connection
with the offering of the Bonds. The Bonds may not be offered to the
public in any jurisdiction in circumstances which would require the
Issuer of the Bonds to prepare or register any prospectus or offering
document relating to the Bonds in such

This press release does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in the United
States. The securities referred to herein and the shares to be
delivered upon exchange of the Bonds have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state within the U.S., and may
not be offered or sold in the United States or to or for the account
or benefit of U.S. persons, except in a transaction not subject to,
or pursuant to an applicable exemption from, the registration
requirements of the Securities Act or any state securities laws. This
press release and the information contained herein may not be
distributed or sent into the United States, or in any other
jurisdiction in which offers or sales of the securities described
herein would be prohibited by applicable laws and should not be
distributed to United States persons or publications with a general
circulation in the United States. No offering of the Bonds is being
made in the United States.

This press release is only being distributed to and is only directed
at (i) persons who have professional experience in matters relating
to investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
and (ii) high net worth entities falling within Article 49(2) of the
Order and (iii) persons to whom it would otherwise be lawful to
distribute it (all such persons together being referred to as
"relevant persons"). The Bonds are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Bonds will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on
this press release or any of its contents.

end of announcement euro adhoc
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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Björn Beroleit, phone +49 (0)511 - 566 1310

Nicola Gehrt, phone +49 (0)511 - 566 1435

Branche: Transport
ISIN: DE000TUAG000
WKN: TUAG00
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / regulated dealing
Börse Hamburg / regulated dealing
Börse Stuttgart / regulated dealing
Börse Düsseldorf / regulated dealing
Börse Hannover / regulated dealing
Börse München / regulated dealing