EANS-Adhoc: TUI AG / TUI AG sets conditions of the convertible bond

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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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29.10.2009

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

Hanover, 29 October 2009. TUI AG ("TUI") has extended to its
shareholders a subscription offer for convertible bonds ("Bonds") in
an aggregate issue size of around EUR 250 million, with up to
approximately 39.1 million ordinary shares of TUI underlying the
Bonds. The subscription period ends on 11 November 2009 (including).

Subject to the exercise by shareholders of their subscription rights
("claw-back"), all Bonds, for which subscription rights had not been
exercised prior to such offer, were offered today, by 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), acting as Joint Bookrunners
for this transaction, for purchase to selected qualified investors
outside of the United States of America in the course of a
bookbuilding.

Following completion of the bookbuilding, the Management Board, with
the consent of the Supervisory Board, determined the final and
binding conditions of the Bonds on the basis of the results of the
bookbuilding.

The issue size is EUR 217,789,399.90, with initially 38,683,730
ordinary shares of TUI underlying the Bonds.

The coupon has been set at 5.50 % per annum, payable semi-annually in
arrears.

The maturity of the Bonds is 5 years. The Bonds will be issued at
100% of their principal amount on 17 November 2009 (settlement).
Based on the authorisation of the Annual General Meeting held on 13
May 2009, the conversion price has been set at EUR 5.630 representing
a premium of 20 % to the reference price of EUR 4.692. Each Bond with
a principal amount of EUR 56.30 (which is ten times the conversion
price) may be converted initially into 10 no par-value ordinary
registered shares of TUI AG. According to the terms and conditions of
the Bonds, the Bonds may be converted during the period from 4
January 2010 up to and including the 10th business day prior to their
maturity date.

TUI intends to include the Bonds to trading on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange.

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