EANS-Adhoc: Air Berlin placed successfully convertible bonds in an aggregate principal amount of EUR 140 million

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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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Capital measures/Placement convertible bond
27.02.2013

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

London, 27 February 2013 - Air Berlin PLC has successfully completed
the placement of convertible bonds (the "Bonds") in an aggregate
principal amount of approximately EUR 120 million, which has been
announced today, with an increased volume of EUR 140 million.. The
Bonds, which will be guaranteed by Air Berlin PLC, will be issued by
Air Berlin Finance B.V. and will be convertible into ordinary
registered shares of Air Berlin PLC (the "Shares"). The Bonds have
been placed with international institutional investors outside of the
United States of America by way of an accelerated bookbuilding. The
Bonds have a maturity of six years and carry a coupon of 6% per
annum, payable quarterly. The initial conversion price of the Bonds
was set at EUR 2.82, representing a premium of 25% above the volume
weighted average price of the Shares during the bookbuilding period.
The issuance and settlement of the Bonds are expected to occur on or
about 6 March 2013. Etihad Airways PJSC, which holds a 29.2% stake in
Air Berlin PLC, subscribed, pro-rata to its stake in Air Berlin PLC,
Bonds with an aggregate principal amount of EUR 40 million. Credit
Suisse Securities (Europe) Limited is acting as sole Lead Manager and
sole Bookrunner for the placement of the Bonds. COMMERZBANK
Aktiengesellschaft and quirin bank AG are acting as Co-Managers.

Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER
Hertfordshire Great Britain ISIN GB00B128C026, WKN AB1000 (Share)
Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN
DE000A0NQ9H6 (Convertible Bonds 2007) Euro MTF Market of the
Luxembourg Stock Exchange ISIN DE000AB100A6 (Bonds 2010), ISIN
DE000AB100B4 (Bonds April 2011) and ISIN DE000AB100C2 (Bonds November
2011 and November 2012) each of these three bonds Bondm Segment of
the Open Market of the Stock Exchange Baden-Württemberg and Main
Securities Market of the Irish Stock Exchange This announcement is
not for publication or distribution, directly or indirectly, in or
into the United States, Canada, Australia or Japan or any other
jurisdiction in which offers or sales would be prohibited by
applicable law. This announcement is not for distribution, directly
or indirectly in or into the United States (as defined in Regulation
S under the U.S. Securities Act of 1933, as amended (the "Securities
Act")). This announcement is not an offer to sell securities or the
solicitation of any offer to buy securities, nor shall there be any
offer of securities in any jurisdiction in which such offer or sale
would be unlawful. The securities mentioned in this announcement have
not been and will not be registered in the United States under the
Securities Act and may not be offered or sold in the United States
absent registration or exemption from registration under the
Securities Act. There will be no public offer of the securities in
the United States. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy any convertible bonds.
This announcement is directed at and is only being distributed in the
United Kingdom to (i) persons who have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (ii) high net worth entities, and other persons
to whom it may otherwise lawfully be communicated falling within
Article 49 of the Order, and (iii) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to
as "Relevant Persons"). This communication must not be read, acted on
or relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. By reading this announcement, the reader
acknowledges that it is a person either (i) outside the United
Kingdom or (ii) falling within one of the foregoing categories. In
Member States of the European Economic Area ("EEA"), this
announcement and any offer if made subsequently is directed only at
persons who are "Qualified Investors" within the meaning of Article
2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive")
("Qualified Investors"). Any person in the EEA who acquires the
securities in any offer (an "Investor") or to whom any offer of the
securities is made will be deemed to have represented and agreed that
it is a Qualified Investor. Any Investor will also be deemed to have
represented and agreed that any securities acquired by it in the
offer have not been acquired on behalf of persons in the EEA other
than Qualified Investors, nor have the securities been acquired with
a view to their offer or resale in the EEA to persons where this
would result in a requirement for publication by the company of a
prospectus pursuant to Article 3 of the Prospectus Directive.

Further inquiry note:
Ingolf Hegner
SVP Investor Relations
+49 (0)30 3434 1590
ingolf.hegner@airberlin.com

end of announcement euro adhoc
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issuer: Air Berlin PLC
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: free trade: Berlin, München, Hamburg, Düsseldorf, free trade/Bondm:
Stuttgart, regulated dealing/prime standard: Frankfurt
language: English