EANS-Adhoc: TUI AG / TUI and Albert Ballin consortium reach agreement on the sale of further Hapag-Lloyd shares and parts of the hybrid capital

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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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Sale of Hapag-Lloyd shares

14.02.2012

Cash inflow of 700 million euros by June 2012

TUI stake in Hapag-Lloyd declines to around 22 per cent

TUI may trigger IPO of Hapag-Lloyd

Hanover, 14 February 2012. TUI AG will further reduce its stake in
Hapag-Lloyd - subject to approval by the shareholders of the Albert
Ballin consortium - and terminate the hybrid II financing scheme. As
a result, it will receive a cash inflow of 700 million euros by 30
June 2012. In order to completely exit Container Shipping, TUI will
obtain the right to call for an IPO with priority placement of the
shares held by TUI any time as of end of June 2012. TUI also remains
entitled to sell the remaining Hapag-Lloyd shares to third-party
investors. The cash inflow is to be used to further reduce debt and
hence enhances the scope in core business Tourism.

The transaction includes the following steps:

Initially, Hapag-Lloyd will redeem a part of the hybrid II financing
worth 100 million euros before the end of February 2012.

Albert Ballin will acquire hybrid II capital worth 125 million euros
at nominal value from TUI by 30 March 2012.

Subsequently, Albert Ballin and TUI will each transfer 125 million
euros of the hybrid II capital to Hapag-Lloyd in exchange for new
shares. As a result, TUI´s stake in Hapag-Lloyd will temporarily rise
slightly from currently 38.4 per cent to 39.5 per cent.

By 29 June 2012, Albert Ballin will then acquire a 17.4 per cent
stake in Hapag-Lloyd from TUI for a purchase price of 475 million
euros. TUI´s stake in Hapag-Lloyd will thus decline to around 22 per
cent.

Subject to the terms and conditions of the bonds issued by
Hapag-Lloyd in 2010, Hapag-Lloyd will also submit a buyback offer to
TUI in April 2013 to repurchase further Hapag-Lloyd shares worth 37.5
million euros in total, so that TUI´s stake in Hapag-Lloyd will
decline further.

Apart from TUI´s entitlement to trigger an IPO as of end of June
2012, TUI has the right to sell the remaining Hapag-Lloyd shares to
third-party investors.

Further inquiry note:
Investor Relations Kontakt:
Björn Beroleit, Telefon: +49 (0) 511 566 1310
Nicola Gehrt, Telefon: +49 (0) 511 566 1435

Media Kontakt:
Uwe Kattwinkel, Telefon: +49 (0) 511 566 1417
Robin Zimmermann, Telefon: +49 (0) 511 566 1488

end of announcement euro adhoc
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issuer: TUI AG
Karl-Wiechert-Allee 4
D-30625 Hannover
phone: +49(0)511 566 - 1425
FAX: +49(0)511 566 - 1096
mail: investor.relations@tui.com
WWW: http://www.tui-group.com
sector: Transport
ISIN: DE000TUAG000
indexes: MDAX, CDAX, HDAX, Prime All Share
stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf,
Stuttgart, regulated dealing/prime standard: Frankfurt
language: English