EANS-Adhoc: TUI AG / Impact of the planned refinancing transactions of Hapag-Lloyd on TUI AG

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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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Financing

22.09.2010

Hanover, 22 September 2010. Based on the positive business
performance, the Supervisory Board of Hapag-Lloyd AG has given its
consent to measures to refinance the shipping line. The plans of
Hapag-Lloyd for the new financing comprise in particular the private
placement of Senior Notes and a new Revolving Credit Facility. In
order for the measures to take effect, Hapag-Lloyd will terminate the
state loan guarantee and thus the payment restrictions imposed by
such guarantee would cease to exist. Therefore Hapag-Lloyd will be in
the position inter alia, to resume service of its shareholder debt.
As a result, TUI expects an inflow of around 65 million euro of
deferred interest in October 2010. In addition, Hapag-Lloyd will be
in a position to make interest and redemption payments on the
existing financing instruments rendered to Hapag-Lloyd.

In the framework of the Hapag-Lloyd refinancing scheme, TUI and
Albert Ballin consortium have reached agreement, inter alia, on the
following details:

Bridge loan (227 million euro): Subject to a successful refinancing
of Hapag-Lloyd, TUI expects repayment of the bridge loan in the near
future.

Hybrid I (350 million euro): The hybrid I will be converted into
equity of Hapag-Lloyd by 31 December 2010. The conversion of the
hybrid denotes the strengthening of Hapag-Lloyd´s balance sheet
structure and rating ratios. Following completion of the capital
increase, TUI will hold a 49.8 per cent stake in Hapag-Lloyd. The
Albert Ballin consortium has a call option for the new shares until
30 September 2011. Regardless of this call option, TUI remains
entitled to sell all of its shares in Hapag-Lloyd to a third party at
any time; the Albert Ballin consortium holds pre-emption rights.

Hybrid II (350 million euro): The hybrid II will earn interest of 5
per cent p.a. as of 1 October 2010. As of 1 July 2011, there will be
an interest step-up to market rate. TUI will be entitled to sell the
hybrid II with immediate effect.

Hybrid III (TUI portion 215 million euro): The hybrid III (former
HHLA Container Terminal Altenwerder financing) will remain unchanged
for the time being and be serviced with interest of 10 per cent p.a.
As already agreed, the Albert Ballin consortium will acquire a
portion of 25 million euro of the hybrid III at its nominal value
from TUI as at 31 March 2011. Subject to successful refinancing of
Hapag-Lloyd, TUI expects repayment of the hybrid III short to medium
term.

Vendor loan (180 million euro): The vendor loan will earn interest of
Euribor + 4 per cent p.a. and falls due on 1 January 2014.

TUI stays committed to maximising the value of its Hapag-Lloyd
investment and to closely monitoring all options to exit the
business. The agreement to tender shares in Hapag-Lloyd to the Albert
Ballin consortium insofar remains unchanged.

Some of the information in this press release may contain
predictions, expectations or forward-looking statements. These
statements may entail known or unknown risks or uncertainties. Actual
results and developments may therefore differ materially from the
expressed expectations and assumptions. The performance of financial
markets, the development of exchange rates, amendments to national
and international laws, in particular concerning tax regulations, may
also have an impact. Except as provided by law, the Company
undertakes no obligation to update forward-looking statements.

The Senior Notes will not be or have not been registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the
Securities Act.

end of announcement 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