EANS-Adhoc: TUI AG / Impact of the planned refinancing transactions of Hapag-Lloyd on TUI AG

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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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22.09.2010

Hanover, 22 September 2010. Based on the positive business performance, the
Supervisory Board of Hapag-Lloyd AG has given its consent to measures to
refinance the shipping line. The plans of Hapag-Lloyd for the new financing
comprise in particular the private placement of Senior Notes and a new Revolving
Credit Facility. In order for the measures to take effect, Hapag-Lloyd will
terminate the state loan guarantee and thus the payment restrictions imposed by
such guarantee would cease to exist. Therefore Hapag-Lloyd will be in the
position inter alia, to resume service of its shareholder debt. As a result, TUI
expects an inflow of around 65 million euro of deferred interest in October
2010. In addition, Hapag-Lloyd will be in a position to make interest and
redemption payments on the existing financing instruments rendered to
Hapag-Lloyd.

In the framework of the Hapag-Lloyd refinancing scheme, TUI and Albert Ballin
consortium have reached agreement, inter alia, on the following details:

Bridge loan (227 million euro):
Subject to a successful refinancing of Hapag-Lloyd, TUI expects repayment of the
bridge loan in the near future.

Hybrid I (350 million euro):
The hybrid I will be converted into equity of Hapag-Lloyd by 31 December 2010.
The conversion of the hybrid denotes the strengthening of Hapag-Lloyd´s balance
sheet structure and rating ratios. Following completion of the capital increase,
TUI will hold a 49.8 per cent stake in Hapag-Lloyd.
The Albert Ballin consortium has a call option for the new shares until
30 September 2011. Regardless of this call option, TUI remains entitled to sell
all of its shares in Hapag-Lloyd to a third party at any time; the Albert Ballin
consortium holds pre-emption rights.

Hybrid II (350 million euro):
The hybrid II will earn interest of 5 per cent p.a. as of 1 October 2010. As of
1 July 2011, there will be an interest step-up to market rate.
TUI will be entitled to sell the hybrid II with immediate effect.

Hybrid III (TUI portion 215 million euro):
The hybrid III (former HHLA Container Terminal Altenwerder financing) will
remain unchanged for the time being and be serviced with interest of 10 per cent
p.a.
As already agreed, the Albert Ballin consortium will acquire a portion of
25 million euro of the hybrid III at its nominal value from TUI as at 31 March
2011.
Subject to successful refinancing of Hapag-Lloyd, TUI expects repayment of the
hybrid III short to medium term.

Vendor loan (180 million euro):
The vendor loan will earn interest of Euribor + 4 per cent p.a. and falls due on
1 January 2014.

TUI stays committed to maximising the value of its Hapag-Lloyd investment and to
closely monitoring all options to exit the business. The agreement to tender
shares in Hapag-Lloyd to the Albert Ballin consortium insofar remains unchanged.

Some of the information in this press release may contain predictions,
expectations or forward-looking statements. These statements may entail known or
unknown risks or uncertainties. Actual results and developments may therefore
differ materially from the expressed expectations and assumptions. The
performance of financial markets, the development of exchange rates, amendments
to national and international laws, in particular concerning tax regulations,
may also have an impact. Except as provided by law, the Company undertakes no
obligation to update forward-looking statements.

The Senior Notes will not be or have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.

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

Media contact:
Uwe Kattwinkel, phone +49 (0) 511 566 1417
Robin Zimmermann, phone +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:     [email protected]
WWW:      http://www.tui-group.com
sector:   Transport
ISIN:     DE000TUAG000
indexes:  MDAX, CDAX, HDAX, Prime All Share

stockmarkets: regulated dealing/prime standard: Frankfurt, regulated dealing:
Berlin, Hamburg, Stuttgart, Düsseldorf, Hannover, München
language: English

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