Hanover, 25 March 2011

TUI Ad hoc Announcement: TUI AG announces results of tender offer for existing notes

TUI AG (“TUI”) announces that it will repurchase approximately 
563 million euro including accrued interest of existing notes in connection with the invitation to tender bonds published on 7 March 2011. TUI will purchase 176.8 million euro nominal value at 103.375 per cent of the nominal value the 5.125 per cent per annum Senior Notes due December 2012 (XS0237433700 / XS0237431837) (“2012 Senior Notes”) and 373,3 million euro nominal value at 99.5 per cent of the nominal value of the 2.750 per cent per annum Convertible Notes due September 2012 (DE000TUAG091) (“2012 Convertible Notes”). Following these purchases, there will be 273.2 million euro of 2012 Senior Notes outstanding and 320.7 million euro of 2012 Convertible Notes outstanding. 

The pro-ration factor applied by TUI for acceptances of validly tendered 2012 Senior Notes is 100 per cent and the pro-ration factor applied by the Company for acceptances of validly tendered 2012 Convertible Notes is 68.4 per cent.
TUI has funded the offer with the net proceeds of approximately 334 million euro from its offering of convertible bonds due March 2016 and existing cash resources of approximately 229 million euro.
The settlement for Notes accepted for purchase is expected to take place on 29 March 2011.

The Tender Offers are not being made, and will not be made, directly or indirectly in or into the United States. Any purported tender of Notes in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

This announcement does not constitute, or form part of, any solicitation of any offer or invitation to sell any securities or any offer of securities, in any jurisdiction nor shall it (or any part of it), or the fact of its distribution, form the basis of or be relied on in connection with any contract therefore. No indications of interest in the solicitation of offers to sell or to subscribe for securities are sought by this announcement. The Tender Offers are not made to, and any tenders will not be accepted from, or on behalf of, holders of Notes in any jurisdiction in which the making of the Tender Offers is not in compliance with the laws or regulations of such jurisdiction. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions. In respect of the New Notes Offering (as defined in the Tender Offer Memorandum), this announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the “Directive”).