EANS-Adhoc: Air Berlin placed successfully convertible bonds in an aggregate principal amount of EUR 140 million

=------------------------------------------------------------------------------- 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. =-------------------------------------------------------------------------------

Capital measures/Placement convertible bond 27.02.2013

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

London, 27 February 2013 - Air Berlin PLC has successfully completed the placement of convertible bonds (the "Bonds") in an aggregate principal amount of approximately EUR 120 million, which has been announced today, with an increased volume of EUR 140 million.. The Bonds, which will be guaranteed by Air Berlin PLC, will be issued by Air Berlin Finance B.V. and will be convertible into ordinary registered shares of Air Berlin PLC (the "Shares"). The Bonds have been placed with international institutional investors outside of the United States of America by way of an accelerated bookbuilding. The Bonds have a maturity of six years and carry a coupon of 6% per annum, payable quarterly. The initial conversion price of the Bonds was set at EUR 2.82, representing a premium of 25% above the volume weighted average price of the Shares during the bookbuilding period. The issuance and settlement of the Bonds are expected to occur on or about 6 March 2013. Etihad Airways PJSC, which holds a 29.2% stake in Air Berlin PLC, subscribed, pro-rata to its stake in Air Berlin PLC, Bonds with an aggregate principal amount of EUR 40 million. Credit Suisse Securities (Europe) Limited is acting as sole Lead Manager and sole Bookrunner for the placement of the Bonds. COMMERZBANK Aktiengesellschaft and quirin bank AG are acting as Co-Managers.

Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain ISIN GB00B128C026, WKN AB1000 (Share) Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN DE000A0NQ9H6 (Convertible Bonds 2007) Euro MTF Market of the Luxembourg Stock Exchange ISIN DE000AB100A6 (Bonds 2010), ISIN DE000AB100B4 (Bonds April 2011) and ISIN DE000AB100C2 (Bonds November 2011 and November 2012) each of these three bonds Bondm Segment of the Open Market of the Stock Exchange Baden-Württemberg and Main Securities Market of the Irish Stock Exchange This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law. This announcement is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this announcement have not been and will not be registered in the United States under the Securities Act and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act. There will be no public offer of the securities in the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any convertible bonds. This announcement is directed at and is only being distributed in the United Kingdom to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated falling within Article 49 of the Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be read, acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By reading this announcement, the reader acknowledges that it is a person either (i) outside the United Kingdom or (ii) falling within one of the foregoing categories. In Member States of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "Investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any Investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

end of announcement euro adhoc =-------------------------------------------------------------------------------

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   February 27, 2013 07:34 ET (12:34 GMT)- - 07 34 AM EST 02-27-13