EANS-Adhoc: Strategic co-operation of Air Berlin PLC with Etihad - Etihad increases shareholding in Air Berlin PLC to 29.21%

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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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Strategic co-operation - shareholding

19.12.2011

Strategic co-operation of Air Berlin PLC with Etihad - Etihad
increases shareholding in Air Berlin PLC to 29.21%

Ad-hoc Notification Pursuant to § 15 of the German Securities Trading
Act (WpHG)

London, 19 December 2011 - Air Berlin PLC announces that Air Berlin
PLC and Etihad have agreed an extensive strategic co-operation.

Etihad and Air Berlin PLC intend to develop significant measures of
co-operation on an operational level on the basis of a commercial
co-operation agreement. These measures include a far-reaching
codeshare agreement. Air Berlin PLC estimates the effects of the
anticipated synergies to amount to approximately EUR 35 to 40 million
in 2012. Air Berlin further continues to plan joining oneworld
alliance by spring 2012.

In the context of this strategic co-operation, Etihad will subscribe
for a number of 31,574,312 new shares issued under exclusion of the
pre-emptive rights of Air Berlin PLC´s existing shareholders on the
basis of a set share price of EUR 2.31, which will, together with
Etihad´s existing 2.99% interest in Air Berlin PLC, increase the
voting rights in Air Berlin PLC to 29.21%.

In connection therewith Etihad has further undertaken to arrange for
a debt financing in favour of the Air Berlin-Group in a total amount
of up to USD 255 million with a term until 31 December 2016. Air
Berlin PLC´s Board of Directors will be expanded by three
Non-Executive Directors to a total number of 17 Directors. Two
Non-Executive Directors will be appointed upon nomination by Etihad.
Mr James Hogan, the Chief Executive Officer of Etihad, will be
appointed Vice-Chairman of Air Berlin PLC´s Board of Directors.

Etihad has generally undertaken for the duration of two years to keep
the shares acquired in the transaction, not to acquire a shareholding
in Air Berlin PLC exceeding 29.21% and not to make a public takeover
offer for Air Berlin PLC.

The closing of the transaction is subject to market-standard
conditions precedent, in particular approval by the German Federal
Cartel Office (Bundeskartellamt). The closing of the transaction is
planned for the first quarter of 2012.

EU air carriers must be more than 50% owned by nationals of EU-Member
States or by persons which, for the purposes of European air traffic
law, are treated as such nationals. Air Berlin PLC´s Articles of
Association contain provisions which authorise its Board of Directors
to take certain steps to prevent the ownership of interests in Air
Berlin PLC´s shares by persons other than EU nationals or equally
treated persons from impacting any of Air Berlin-Group´s air
operating licences. For the purposes of these provisions, Air Berlin
PLC´s Board of Directors has determined that Etihad has an interest
in the new shares in Air Berlin PLC from today, and that this
interest, along with Etihad´s existing interest, will be treated as
having priority over any other interests in Air Berlin PLC´s shares
acquired by persons other than EU nationals or equally treated
persons from today. Accordingly, 42.90% of the shares in Air Berlin
PLC are presently deemed to be held by persons other than EU
nationals or equally treated persons.

Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER
Hertfordshire Great Britain ISIN GB00B128C026, WKN AB1000, (Share) on
the Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN
DE000A0NQ9H6 (Convertible Bonds 2007) Euro MTF Market on the
Luxembourg Stock Exchange ISIN DE000AB100A6 (Bond 2010), ISIN
DE000AB100B4 (Bond April 2011) and ISIN DE000AB100C2 (Bond November
2011) each of the three bonds segment Bondm of the open market on the
Stuttgart Stock Exchange and Main Securities Market on the Irish
Stock Exchange

Further inquiry note:
Ingolf Hegner
Head of Investor Relations
+49 (0)30 3434 1590
ihegner@airberlin.com

end of announcement euro adhoc
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issuer: Air Berlin PLC & Co. Luftverkehrs KG
The Hour House, High Street 32
UK-WD3 1ER Rickmansworth, Herts
phone: +49 (0)30 3434 1500
FAX: +49 (0)30/3434-1509
mail: abpresse@airberlin.com
WWW: http://www.airberlin.com
sector: Air Transport
ISIN: GB00B128C026
indexes: SDAX, Classic All Share, Prime All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, München
language: English