EANS-Adhoc: TUI AG / TUI AG launches convertible bond offering with subscription rights

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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28.10.2009

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

Subscription period from 29 October 2009 to 11 November 2009

Hanover, 28 October 2009. Based on the authorisation of the Annual
General Meeting held on 13 May 2009, the Management Board of TUI AG
("TUI") resolved, with today´s consent of the Supervisory Board, to
issue unsecured, unsubordinated convertible bonds (the "Bonds") with
subscription rights.

TUI will offer for subscription Bonds with an aggregate issue size of
around EUR 250 million, with up to approximately 39.1 million
ordinary shares of TUI underlying the Bonds. The Bonds will be issued
by TUI and the maturity of the Bonds will be 5 years.

The Bonds will be offered for subscription to the shareholders of TUI
during a subscription period from 29 October 2009 to 11 November 2009
(including). The subscription ratio is 65:1 so that shareholders of
TUI are entitled to subscribe to 1 Bond for each 65 shares already
held with an initial conversion ratio of 10. Based on the
authorisation of the Annual General Meeting held on 13 May 2009, the
Management Board of TUI also resolved, with today´s consent of the
Supervisory Board, to exclude subscription rights for fractional
amounts resulting from the subscription ratio. There will be no
rights trading organised by TUI nor by the subscription agent or any
of the Joint Bookrunners. The subscription offer will be published
today in the electronic version of the Federal Gazette
(elektronischer Bundesanzeiger) and in the Börsen-Zeitung on 29
October 2009.

With this transaction, TUI intends to extend its debt maturity
profile. The proceeds from the issuance of the Bonds will be used
for general corporate purposes.

TUI reiterates its previous statement that it expects a positive
group result for its short financial year January to September 2009.

ABN AMRO Bank N.V. (London Branch), Citigroup Global Markets Limited,
Deutsche Bank Aktiengesellschaft, Goldman Sachs International and
UniCredit Group (Bayerische Hypo- und Vereinsbank AG) are Joint
Bookrunners for this transaction. The Joint Bookrunners have agreed
to offer the Bonds for which subscription rights have not been
exercised prior to such offer, to selected qualified investors
outside of the United States of America in the course of a
bookbuilding, subject to the exercise by shareholders of their
subscription rights.

The Management Board with the consent of the Supervisory Board is
expected to determine the final terms and conditions of the Bonds
during the first week of the subscription period and in any case not
later than on 6 November 2009 on the basis of the results of the
bookbuilding.

The Management Board

Not for release, publication or distribution in the United States or
to U.S. Persons, Canada, Australia, Japan and any other jurisdiction
in which offers or sales of securities are prohibited by applicable
law.

This ad-hoc announcement 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 jurisdiction. The distribution
of this ad-hoc announcement and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law.

This ad-hoc announcement 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 (including the Bonds, the
subscription rights and the shares of TUI) have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the securities laws of any State within the
United States, and may not be offered or sold, pledged or otherwise
transferred in the United States or to, or for the account or benefit
of, U.S. Persons (as defined in Regulation S under the Securities
Act), absent registration under the Securities Act or pursuant to an
available exemption from such registration and applicable state or
local securities laws. This ad-hoc announcement 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 U.S. Persons or publications with a
general circulation in the United States. No offering of the Bonds or
shares of TUI is being made in the United States.

This ad-hoc announcement is not for general publication, release or
distribution in the United Kingdom and may only be distributed in the
United Kingdom to persons who (i) are investment professionals
falling within article 19(5) of the U.K. Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, in its current
version (the "Order"), or (ii) are high net worth entities or other
persons to whom it may lawfully be communicated falling within
article 49(2) (a) to (d) of the order (all such persons will be
termed "Relevant Persons" below). Anyone in the United Kingdom who is
not a Relevant Person may not act on the basis of this ad-hoc
announcement or its contents. Any investment or investment activity
to which this ad-hoc announcement refers is only available to
Relevant Persons and is only carried out with Relevant Persons.

Ende der Mitteilung euro adhoc
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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Investor Relations contact:

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

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

Media contact:

Uwe Kattwinkel, phone +49 (0) 511 566 1417

Robin Zimmermann, phone +49 (0) 511 566 1488

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