euro adhoc: TUI AG / Capital measures / TUI AG launches convertible bond offering

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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24.05.2007

The Management Board of TUI AG ("TUI") resolved today, with the
consent of the Supervisory Board, to issue unsecured, unsubordinated
convertible bonds (the "Bonds"). The Bonds will be issued by TUI AG
and offered only to institutional investors outside of the US. The
pre-emptive rights of shareholders of TUI AG to subscribe to the
Bonds are excluded. The coupon, the conversion premium as well as the
conversion price will be determined based on today´s bookbuilding
process.

The initial aggregate issue size will be EUR550 million. TUI is
entitled to increase the aggregate issue size by up to EUR82.5
million (the "Upsize Option"). In addition, TUI has granted the banks
managing the placement, Citi, Deutsche Bank and Unicredit MIB, a
greenshoe option of up to EUR82.5 million to cover over-allotments
(if any). The maximum issue size can therefore amount to EUR715
million.

The conversion price is expected to be set based on the bookbuilding
at a premium of between 25% - 30% above the volume weighted average
XETRA price of TUI´s ordinary shares during the placement. Up to
25.07 million ordinary shares of TUI are underlying the Bonds at the
outset (assuming that the Upsize Option and the greenshoe option are
fully exercised). Depending on today's development of the share
price, the final pricing and the final issue size, the amount of
ordinary shares of TUI underlying the Bonds at the outset may vary.

The maturity of the Bonds is 5 years and 3 months. The Bonds will be
issued at 100% of the principal amount on 1 June 2007 (the
"Settlement Date") and are expected to pay a coupon of between 2.75%
- 3.25%.

TUI intends to list the Bonds on the Euro MTF market of the
Luxembourg Stock Exchange.

Citi, Deutsche Bank and Unicredit MIB are acting as Joint Bookrunners
("the Joint Bookrunners") and sole syndicate members of the Offering.
Deutsche Bank is acting as stabilisation manager (the "Stabilising
Manager") of the issue. In connection with the Offering, the
Stabilising Manager, from today until the earlier of 30 days after
the Settlement Date or 60 days after allotment of the Bonds, may, to
the extent permitted by applicable laws and regulations, effect
transactions with a view to supporting the market price of the Bonds
and/or the shares of TUI at a level higher than that which may
otherwise prevail. There is, however, no obligation to undertake such
stabilisation measures, and such stabilisation measures may, after
they have been commenced, be terminated at any time. The greenshoe
option can only be exercised to an amount of up to EUR82.5 million
until the Settlement Date. At the end of the stabilisation period a
statement on stabilisation measures and the exercise of the greenshoe
option if undertaken are published in the German newspapers
Frankfurter Allgemeine Zeitung and Börsenzeitung.

TUI intends to use the proceeds from the sale of the convertible
bonds for general corporate purposes as well as to have the
possibility to refinance part of its existing indebtedness.

Hanover, 24 May 2007
The Executive Board

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 in such jurisdiction. The
distribution of this press release and the offer and sale of the
Bonds in certain jurisdictions may be restricted by law. Italy has
only partially implemented the Prospectus Directive and, accordingly,
the provisions of the Prospectus Directive shall apply with respect
to Italy only to the extent to which the relevant provisions of the
Prospectus Directive have already been implemented in Italy. The
Bonds may not be placed, sold or offered to individuals resident in
Italy in the primary or in the secondary market. Any persons reading
this press release should inform themselves of and observe any such
restrictions.

In connection with the offering of the convertible bonds, Deutsche
Bank (the "Stabilising Manager") or any person acting on behalf of
the Stabilising Manager, may over-allot and effect transactions with
a view to supporting the market price of the Bonds at a level higher
than that which might otherwise prevail until the earlier of 30 days
after the Settlement Date or 60 days after allotment of the Bonds.
There is, however, no obligation to undertake such stabilisation
measures, and such stabilisation measures may, after they have been
commenced, be terminated at any time. At the end of the stabilisation
period, information about potential stabilisation measures will be
published.

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 (including the Bonds 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
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 24.05.2007 07:42:36
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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Bjoern Beroleit
Tel.: +49(0) 511-566-1310
E-Mail: bjoern.beroleit@tui.com

Branche: Transport
ISIN: DE000TUAG000
WKN: TUAG00
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / official dealing
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