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24.05.2007 – 16:13

TUI AG

euro adhoc: TUI AG
Capital measures
TUI AG prices convertible bond offering

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
24.05.2007
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF 
AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY 
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY 
APPLICABLE LAW
The Management Board of TUI AG ("TUI") resolved today, subject to the
consent of the Supervisory Board, to issue unsecured, unsubordinated 
convertible bonds (the "Bonds"). The Bonds are issued by TUI AG and 
were placed only with institutional investors outside of the US. The 
pre-emptive rights of shareholders of TUI AG to subscribe to the 
Bonds were excluded.
The issue size is EUR632.5 million. Due to strong demand, the initial
issue size of EUR550 million was directly increased by 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 EUR61.5 million to cover over-allotments. 
The total issue size can therefore amount up to EUR694 million.
The conversion price is set to EUR27.68 representing a premium of 30%
above the volume weighted average XETRA price of TUI´s ordinary 
shares during the placement. Up to approximately 25.07 million 
ordinary shares of TUI are underlying the Bonds at the outset 
(assuming that the greenshoe option is fully exercised).
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 pay a coupon of 2.75%.
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 EUR61.5 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.
Stabilisation FSA.
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.
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 15:33:03

Further inquiry note:

Bjoern Beroleit
Tel.: +49(0) 511-566-1318
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
Hamburger Wertpapierbörse / official dealing
Baden-Württembergische Wertpapierbörse / official dealing
Börse Düsseldorf / official dealing
Niedersächsische Börse zu Hannover / official dealing
Bayerische Börse / official dealing

Original content of: TUI AG, transmitted by news aktuell