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TUI AG announces pricing of equity-linked financing in shares of TUI Travel PLC Ad-hoc announcement according to § 15 WpHG

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
10.01.2008
Hanover, 10 January 2008
TUI AG ("TUI") announces the pricing of its equity-linked financing 
in shares of TUI Travel PLC ("TTP") (the "Financing") using a part of
its stake in TTP. The issue size of the Financing will be EUR450 
million. As part of this Financing TUI will enter into contracts with
Deutsche Bank which, in turn, will enter into contracts with Nero 
Finance Limited, a Jersey incorporated company which will issue 
exchangeable bonds with a cash settlement option (the "Bonds") with 
shares in TTP as underlying.
The Bonds will pay a coupon of 4.50% per annum. The exchange price 
has been set at EUR3.765, which constitutes a premium of 30% above 
the reference price of EUR2.8961.
Based on the exchange price, approximately 119.5 million Shares will 
be underlying the Bonds, representing 10.7% of TTP´s share capital.
Deutsche Bank, Citi, Dresdner Kleinwort and UniCredit (Bayerische 
Hypo- und Vereinsbank) are acting as joint-lead managers and 
joint-bookrunners for the offering of the Bonds.
Hanover, 10 January 2008
The Management Board
Contact:
Björn Beroleit, phone +49 (0)511 - 566 1310
Nicola Gehrt, phone +49 (0)511 - 566 1435
TUI Aktiengesellschaft
Karl Wiechert Allee 4
D-30625 Hanover
Investor Relations
Tel.: ++49 (0) 511 566 1425
Fax: ++49 (0) 511 566 1096
ISIN: DE000TUAG000
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.
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 and the shares to be 
delivered upon exchange of the Bonds 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

Further inquiry note:

Björn Beroleit, phone +49 (0)511 - 566 1310
Nicola Gehrt, phone +49 (0)511 - 566 1435

Branche: Transport
ISIN: DE000TUAG000
WKN: TUAG00
Index: DAX, CDAX, HDAX, Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / regulated dealing
Börse Hamburg / regulated dealing
Börse Stuttgart / regulated dealing
Börse Düsseldorf / regulated dealing
Börse Hannover / regulated dealing
Börse München / regulated dealing

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