TUI AG presents details on Hapag-Lloyd AG stabilisation

Hanover, October 8, 2009

Following the approval of a state loan guarantee for 1.2 billion euros of a new credit facility, the shareholders ‘Albert Ballin’ and TUI now also provide their contribution to the long-term support of Hapag-Lloyd AG, as planned. The shareholders provide fresh equity and hybrid capital totalling 923 million euros in order to strengthen the group’s capital base.

In addition to the takeover of the stake in Container Terminal Altenwerder (CTA) already completed, TUI will participate in a cash capital increase and convert loans already granted into hybrid capital. The granting of a state loan guarantee for Hapag-Lloyd requires all granted loans to be subordinated as a matter of principle. The loans extended by TUI will therefore be restructured in order to meet the federal government’s conditions and optimally take account of Hapag-Lloyd’s and TUI’s interests.

TUI’s contribution to the stabilisation of Hapag-Lloyd breaks down as follows:

• In the framework of the cash capital increase, TUI will provide around 124 million euros proportionally to its stake in Hapag-Lloyd held (43.3 per cent).

• The Hamburg-based consortium will acquire the revolving credit facility (RCF) totalling 200 million euros from TUI as per 31 March 2010 and will subsequently convert the RCF into equity for Hapag-Lloyd. In order to avoid a dilution of its stake, TUI will also convert 153 million euros of the loans already granted into equity proportionally to its percentage stake in Hapag-Lloyd.

• TUI’s vendor loan will remain unchanged. The remaining loan amount of around 220 million euros will be subordinated.

• TUI will convert loans already granted worth 700 million euros into hybrid capital. Of this total, TUI will be entitled to convert 350 million euros into shares as of 2011. TUI’s stake in Hapag-Lloyd would amount to a maximum of 49.9 per cent as a result of a potential exercise of the conversion right. The Hamburg-based consortium has an immediate purchase right for the new shares.

• CTA Terminal: In order to fulfil conditions by the federal government and the banking consortium, the 25.1 per cent stake in the Container Terminal Altenwerder (CTA) will be returned to Hapag-Lloyd AG. TUI will therefore convert its portion of the purchase price already paid for the CTA of 215 million euros into hybrid capital (the Hamburg-based consortium will repay 25 million euros to TUI as per 31 March 2011).

• Interest payments will be suspended for the duration of the loan guarantees.

• No debt waivers have been issued.

The contribution provided by ‘Albert Ballin’ will be generated by HGV, Kühne Holding AG, Signal Iduna Insurance and Hanse Merkur.

TUI AG, press release