DGAP-Adhoc

Air Berlin Finance B.V.: Air Berlin announces the results of the exchange offer for its existing convertible bonds due 6 March 2019 and the placement of new convertible bonds due 6 March 2019

DGAP-Ad-hoc: Air Berlin PLC / Key word(s): Bond/Financing Air Berlin Finance B.V.: Air Berlin announces the results of the exchange offer for its existing convertible bonds due 6 March 2019 and the placement of new convertible bonds due 6 March 2019 17-Feb-2017 / 22:23 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Air Berlin announces the results of the exchange offer for its existing convertible bonds due 6 March 2019 and the placement of new convertible bonds due 6 March 2019

Disclosure of inside information according to Article 17 of the Regulation
(EU) No 596/2014 (Market Abuse Regulation, MAR)

Amsterdam, 17 February 2017 - Air Berlin Finance B.V. announces (i) the
results of its invitation to holders of its existing 6.00% guaranteed
convertible bonds due 6 March 2019 (ISIN DE000A1HGM38) with an outstanding
principal amount of EUR 140 million convertible into ordinary registered
shares of Air Berlin PLC to exchange such bonds for new 8.50% guaranteed
convertible bonds due 6 March 2019, and (ii) the placement by Air Berlin
Finance B. V. of additional new 8.50% convertible bonds due 6 March 2019
guaranteed by, and convertible into ordinary shares of, Air Berlin PLC.

The holders of the existing convertible bonds have offered to exchange
bonds in an aggregate principal amount of EUR 41.3 million. As part
thereof, Etihad Airways P.J.S.C. has offered its entire holding of EUR 40
million of the existing convertible bonds for exchange. On the basis of the
exchange ratio of 1:1, new convertible bonds in an aggregate principal
amount of EUR 41.3 million will be issued pursuant to the exchange offer.
After the exchange has taken place, the outstanding aggregate principal
amount of the existing convertible bonds will amount to EUR 98.7 million.

In addition to the new convertible bonds to be issued as a result of the
exchange offer, Air Berlin Finance B.V. expects to issue additional new
convertible bonds of the same series in an aggregate principal amount of
EUR 83.7 million. Air Berlin PLC intends to use the net proceeds from the