euro adhoc: TUI AG / Capital measures / TUI AG announces pricing of 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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10.01.2008

Hanover, 10 January 2008

TUI AG ("TUI") announces the pricing of its equity-linked financing
in shares of TUI Travel PLC ("TTP") (the "Financing") using a part of
its stake in TTP. The issue size of the Financing will be EUR450
million. As part of this Financing TUI will enter into contracts with
Deutsche Bank which, in turn, will enter into contracts with Nero
Finance Limited, a Jersey incorporated company which will issue
exchangeable bonds with a cash settlement option (the "Bonds") with
shares in TTP as underlying.

The Bonds will pay a coupon of 4.50% per annum. The exchange price
has been set at EUR3.765, which constitutes a premium of 30% above
the reference price of EUR2.8961.

Based on the exchange price, approximately 119.5 million Shares will
be underlying the Bonds, representing 10.7% of TTP´s share capital.

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, 10 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 Hanover
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.

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