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Air Berlin EANS-Adhoc: Issue of new 11.5% bond - buyback offer for 1.5% 2007 Convertible Bonds

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25-Oct-2011 EANS-Adhoc: Issue of new 11.5% bond - buyback offer for 1.5% 2007 Convertible Bonds - preliminary results for third quarter of 2011 Air Berlin PLC & Co. Luftverkehrs KG [Pressemappe]

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.

Ad hoc Notification Pursuant to § 15 of the German Securities Trading Act (WpHG)

Air Berlin PLC intends to issue new bonds in an initial aggregate principal amount of up to EUR 100 million which may be increased by up to EUR 50 million. The bonds denominated into units with a nominal value of EUR 1,000 will have a coupon of 11.5%. The bonds will be issued at 100% of their principal amount and will be redeemed at 100% of their principal amount on 1 November 2014, subject to prior early redemption. Subject to an early closure, the subscription period will run from 26 October through 28 October 2011. The issue date for the bonds is expected to be on or about 1 November 2011. Air Berlin PLC intends to include the bonds for trading in the Bondm trading segment of the open market (Freiverkehr) of the Baden-Württemberg Stock Exchange in Stuttgart and in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange and to list the bonds on the Main Securities Market of the Irish Stock Exchange by the issue date. The bonds have been assigned the following international security identification number: ISIN DE000AB100C2. Air Berlin PLC intends to use the net proceeds from the sale of the bonds to refinance its existing indebtedness. quirin bank AG is the Lead Manager of the bond issue.

Following the successful placement of the 11.5% bond Air Berlin PLC intends to invite holders of the 1.5% Convertible Bonds issued by Air Berlin Finance B.V. in 2007 (ISIN DE000A0NQ9H6) to offer to Air Berlin PLC the sale of their outstanding Convertible Bonds. The 1.5% Convertible Bonds due in 2027 were originally issued with an aggregate principal amount of EUR 220 million of which EUR 136 million are still outstanding. The invitation shall be subject to customary exclusions and receipt of the proceeds from the issuance of the new 11.5% bonds. The offer price for an individual Convertible Bond in a nominal amount of EUR 100,000 shall be EUR 99,000 plus outstanding interest. Morgan Stanley Bank AG is mandated to act as exclusive Dealer Manager and Tender Agent.

In connection with the above-mentioned transactions Air Berlin PLC publishes the preliminary results for the third quarter of 2011:

Air Berlin PLC group's revenue increased by 10.8% in quarterly comparison from Q3 2010 to Q3 2011 from EUR 1,241.2 million to EUR 1,375.5 million. EBITDAR decreased from EUR 336.4 million to EUR 269.3 million in the third quarter of 2011. The operating result (EBIT) decreased from EUR 171.7 million to EUR 96.8 million, whereas in the previous year positive one-time gains in the amount of EUR 26.8 million were recorded. This disparity is in particular attributable to the air travel tax which was introduced on 1 January 2011 and the continuing high oil prices. Due to the increased costs also the operating expenses increased by 16.8% from EUR 1,095.8 million in the third quarter of 2010 to EUR 1,280.3 million in the third quarter of 2011.

On 17 November 2011, Air Berlin PLC will publish detailed information on the third quarter/nine-month results as well as the complete interim report as of 30 September 2011. This information will be available on the internet at ir.airberlin.com as from 8:00am (CET).

Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertford-shire Great Britain ISIN GB00B128C026, WKN AB1000, (Share) on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN DE000A0NQ9H6 (Convertible Bond 2007) Euro MTF Market on the Luxembourg Stock Exchange ISIN DE000A1ALH01 (Convertible Bond 2009) Open Market on the Frankfurt Stock Exchange ISIN DE000AB100A6 (Bond 2010) and ISIN DE000AB100B4 (Bond 2011) each of both segment Bondm of the open market on the Stuttgart Stock Exchange and Main Securities Market on the Irish 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 or rely thereon. 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.