Air Berlin PLC

EANS-Adhoc: buyback process for 9% convertible bond of not more than 125m Euro - issue of new 8.5%bond

-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- convertible bond - issue new bond 01.11.2010 Ad hoc Notification Pursuant to § 15 of the German Securities Trading Act (WpHG) London, 1 November 2010 - Air Berlin PLC intends to invite - subject to customary exclusions - holders of the 125m Euro 9% convertible bond due 2014 issued by Air Berlin Finance B.V. in 2009 (ISIN DE000A1ALH01) to offer to Air Berlin PLC between 2 November 2010 and 11 November 2010 the sale of their outstanding bonds. The minimum offer price for an individual bond in a nominal amount of 50,000 Euro shall be 50,000 Euro. Air Berlin PLC intends to spend a maximum total purchase amount for all bonds purchased of not more than 125m Euro plus accrued but unpaid interest. The company points out that Air Berlin Finance B.V. will be entitled to redeem the remaining bonds at their nominal amount of 50,000 Euro together with accrued but unpaid interest, if the aggregate principal amount of the bonds then outstanding is less than 20% of the aggregate principal amount originally issued. Morgan Stanley Bank AG will act as Dealer Manager and Tender Agent. After the expiry of the invitation period Air Berlin PLC will provide information about the actual amount of bonds purchased, their purchase price as well as the economic effects for Air Berlin PLC. Additionally, Air Berlin PLC will place new bonds in an initial aggregate principal amount of up to 150m Euro which may be increased by up to 50m Euro. The bonds denominated into units with a nominal value of 1,000 Euro will have a coupon of 8.5%. The bonds will be issued at 100% of their principal amount and will be redeemed at 100% of their principal amount on 10 November 2015, subject to prior early redemption. The subscription period runs from 2 November 2010 through 5 November 2010. The issue date for the bonds is expected to be on or about 10 November 2010. Air Berlin PLC intends to list the bonds in the open market (Freiverkehr) of the Frankfurt Stock Exchange, in the Bondm trading segment of the open market (Freiverkehr) of the Stuttgart Stock Exchange as well as in the Main Securities Market of the Irish Stock Exchange by such date. The bonds have been assigned the following international security identification number: ISIN DE000AB100A6. Air Berlin intends to use the proceeds from the sale of the bonds for refinancing purposes (including inter alia for the purchase of the above referenced convertible bonds) as well as general corporate purposes. quirin bank AG is the Lead Manager of the bond issue. Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain WKN AB1000 (Share) on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) WKN A0NQ9H (Wandelanleihe 2007) Euro MTF Market on the Luxembourg Stock Exchange WKN A1A LH0 (Convertible Bond 2009) Open Market on the Frankfurt Stock Exchange Not for release, publication or distribution in the United States, Canada, Australia and Japan and in any other jurisdiction in which offers or sales of securities of Air Berlin PLC (the "Securities") are prohibited by applicable law. This document does not constitute an offer to sell or a solicitation of an offer to purchase securities of Air Berlin PLC. The Securities may not be offered or sold in the United States under the U.S. Securities Act of 1933, as amended, absent registration or an exemption from registration. No public offering of Securities will be made in the United States. This document 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 press release or its contents. Any investment or investment activity to which this press release refers is only available to Relevant Persons and is only carried out with Relevant Persons. end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Air Berlin PLC & Co Luftverkehrs KG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Ingolf Hegner Head of Investor Relations +49 (0)30 3434 1532 ihegner@airberlin.com Branche: Air Transport ISIN: GB00B128C026 WKN: AB1000 Index: SDAX, Classic All Share, Prime All Share Börsen: Frankfurt / regulated dealing/prime standard Berlin / free trade Hamburg / free trade Stuttgart / free trade Düsseldorf / free trade München / free trade

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