Air Berlin PLC l 11 June 2014 l db Access German Austrian Swiss Conference

Air Berlin PLC l 11 June 2014 l db Access German Austrian Swiss Conference

Executive summary (1) Key highlights 2013 2013: a challenging year for airberlin Operational loss of 231.9 million euros Group revenue down in line with capacity cuts Turbine has delivered planned contribution However not sufficient to counter difficult market conditions and headwinds Program continues, full effect to become effective 2014 Etihad Airways to further support airberlin and help the business restructure and return to sustainable profitability Restructuring program is running Air Berlin PLC l db Access GASC Jun'14 2

Executive summary (2) Key highlights Q1 2014 Turbine shows further improvement Turbine turnaround program clearly reduced costs Costs per available seat kilometer (CASK) reduced by more than 8% Earnings (EBIT) slightly improved, turnover slightly lower due to the Easter business falling in the second quarter Productivity increase Wider flight selection and a smaller fleet increased productivity Partnerships continue to show very favorable developments Air Berlin PLC l db Access GASC Jun'14 3

Executive summary (3) Highlights Q2 2014 Recapitalisation of Air Berlin PLC and injection of substantial quasi-equity and liquidity to form the basis for a successful turnaround EUR 300m Perpetual PIK Convertible Bond in 3 tranches of EUR 100m in Q2, Q3 and Q4 2014 Extension of the existing shareholder loan from Etihad Airways due in 2016 until 2021 EUR 252m Senior Bond and exchange offer to 2014 and 2015 maturities Organisational change and management capacity enhancement Addition of CRO role on management board level and engagement with top-tier consulting firms Introduction of new revenue management system for further efficiency improvements Air Berlin PLC l db Access GASC Jun'14 4

Agenda A. Transaction details 6 B. airberlin at a glance 12 C. Q1 2014 results 17 D. Back up 24 Air Berlin PLC l db Access GASC Jun'14 5

A. Transaction details Air Berlin PLC l db Access GASC Jun'14 6

Recapitalization of Air Berlin PLC Financing concept To facilitate airberlin s restructuring, Air Berlin PLC has recapitalized via a quasi-equity injection in the form of a EUR 300m Perpetual Subordinated PIK Convertible Bond fully subscribed by Etihad Airways to be funded in 3 tranches of EUR 100m in Q2, Q3 and Q4 2014 respectively an extension of the existing shareholder loan from Etihad Airways due in 2016 until 2021 minimum EUR 250m equivalent Senior Bond issued via Anoa Capital, Close Brothers Seydler Bank and quirin bank Simultaneously, a tender exchange offer was launched for bonds maturing in 2014 and 2015 for a volume of c. EUR 100m These measures result in materially improved leverage metrics and a positive equity Reduction in financing costs to feed into earnings improvements immediately Covenants package facilitating the realization of the turnaround strategy without compromising bondholder interest Air Berlin PLC l db Access GASC Jun'14 7

Operational Recapitalization Market Financing Sources and uses of funds CURRENT CAPITALIZATION (FY 2013) USES: EUR 552m SOURCES: EUR 550m Size: EUR 150m Maturity: 2014 Coupon: 11.50% Size: EUR 200m Maturity: 2015 Coupon: 8.50% coupon Size: EUR 225m Maturity: 2018 Coupon: 8.25% Size: EUR 4.8m Maturity: 2027 Coupon: 1.50% Corporate Bond III Corporate Bond I Corporate Bond II Convertible Bond I Exchange offer for bonds maturing in 2014 & 2015 EUR 13.2m Cash EUR 238.8m New Corporate Bond Size: c. EUR 252m (EUR 170m; CHF 100m) Maturity: 2019 Coupon: EUR tranche: 6.75% p.a. CHF tranche: 5.625% p.a. EUR 162,706 and CHF 92,725 will be a cash inflow, EUR 7,294 and CHF 7,275 will be a conversion of the corporate bonds with a maturity 2014 and 2015 into the new issued corporate bond. Size: EUR 140m Maturity: 2019 Coupon: 6.00% Convertible Bond II Size: EUR 183m / USD 255m Maturity: 2016 Coupon: 7.50% Shareholder Loan Shareholder Loan Shareholder Loan Maturity: 2021 - extended Size: EUR 183m / USD 255m (USD 134 drawn) Interest: 8.0% Size: EUR 300m EUR -184m Negative Book Equity Balance Sheet strengthening EUR 300m Perpetual Subordinated PIK Convertible Bond Maturity: Perpetual Interest: Payment In Kind 8.0% p.a. Status: Fully subscribed by Etihad Airways binding commitment in 3 tranches of EUR 100m in Q2, Q3 and Q4 respectively Size: EUR 367m Maturity: 2014 Air Craft Financing Status: Intention to refinance in the course of 2014 Size: EUR 22m Air Berlin PLC l db Access GASC Jun'14 Other debt 1 Source: Company information. (1) Non-aircraft financing finance lease liabilities, bank overdrafts. 8

Balance sheet structure illustrative impact of recapitalization on B/S as of Dec 31, 2013 [EUR m] B/S as of Dec 31, 2012 2,218 B/S as of Dec 31, 2013 1,885 Illustrative impact on B/S as of Dec 31, 2013 2,335 6% Equity 5% 5% Equity Fixed & current assets 85% 94% Debt Fixed & current assets 88% 109% Debt Fixed & current assets 71% 95% 95% Debt Liquid assets 15% Liquid assets 12% -9% Equity Liquid assets 29% Net debt: EUR 770m Net debt: EUR 796m Net debt: EUR 496m Air Berlin PLC l db Access GASC Jun'14 9

EUR 300 million 8% perpetual subordinated cumulative convertible guaranteed bonds Simplified term sheet - Perpetual PIK Convertible Bond Issuer Air Berlin Finance B.V. Guarantor Air Berlin PLC Size Interest EUR 300m fully subscribed by Etihad Airways P.J.S.C. Funded in 3 tranches of EUR 100m on or before 20 May 2014, 31 August 2014, 30 November 2014 respectively Unconditional Payment in Kind (at the option of the Issuer) Interest: fixed rate, 8.0% p.a. Accounting treatement KPMG confirmed that the Bonds will be treated as equity for Air Berlin accounting purposes Maturity Perpetual, i.e. they have not fixed maturity date Denomination EUR 100,000 Conversion price EUR 1.79 Subordination Subordinated to all other indebtedness of the Issuer Senior only to the Issuer s share capital Air Berlin PLC l db Access GASC Jun'14 10

Conversion and redemption is conditioned upon and subject to airberlin remaining an EU owned and controlled airline Terms & conditions of the perpetual PIK convertible bond Conversion Rights The Bonds can be converted into ordinary shares as determined by the Issuer. Conversion is subject to the limitations on ownership, meaning that at all times the majority of the shares must be owned and controlled by EU citizens. Redemption and purchase airberlin has the option to redeem the bonds at year 5 (subject to ownership restrictions) and 10, which would result in a refinancing of the bond or a forced sale of any shares redeemed. Following redemption airberlin will remain a European controlled airline. Air Berlin PLC l db Access GASC Jun'14 11

B. airberlin at a glance Air Berlin PLC l db Access GASC Jun'14 12

Organisational change and management capacity enhancement Management capacity enhancement External expertise Board level Strategic decision making representatives Workers council representatives Independent Directors strategy& (formerly Booz & Co.) to initiate three year recurring strategic review cycle Executive level Business development & strategy implementation Ulf Hüttmeyer CFO Wolfgang Prock-Schauer CEO Sabre Airline Solutions to provide in-depth advise on cost structure improvements and efficiency enhancement opportunities CFO since 2006 8 years of industry experience Götz Ahmelmann CCO CEO since 2013 33 years of industry experience >65 clients worldwide from all global alliances >100 subject matter experts with >1,000 years of combined airline experience To join from on 1st July 2014 22 years of industry experience Planning & Project Level Change management & strategy execution John Shepley Chief Planning Strategist To join from 27 years of industry experience Marco Ciomperlik CRO Since 2010 CMO at airberlin 8 years of industry experience To join from Duncan Naysmith Interim VP Finance 10 years of industry experience Migration to highly efficient and proven revenue management system guided by Etihad Airways to increase visibility and transparency of operations More efficient communication and decision making between airberlin management and Etihad Airways as the main shareholder Air Berlin PLC l db Access GASC Jun'14 13

1992 1997 1998 2003 2004 2005 2006 AB 2006 2007 2008 2009 2010 2011 2012 2013 AB 2013 airberlin has grown from a small charter operator to be the 6th largest airline in Europe with 31 million pax in 2013 Air Passenger Growth (Pax in M) AB 2006 Charter Airline Foundation Business focus charter 1 2 Mallorca Shuttle Scheduled services Alliances Organic growth Scheduled services with focus on holiday destinations 2 10 12 14 19 IPO 2006 Acquisitions of LTU, dba, Niki Addition of TUIfly city route network 25 29 28 +7% 35 Etihad partnership Oneworld Network rationalisation 35 33 31 Tourstic charter to Spain and Mediterranean Majority of sales to tour operators Single class narrow body fleet AB 2013 6 th largest carrier (in terms of carried passengers) in Europe with mix of touristic, European and long haul destinations Serves range of passengers from business to leisure Product enhancement with wide body, narrow body and regional a/c More seats sold through GDS and direct than tour operators Air Berlin PLC l db Access GASC Jun'14 14

airberlin today Berlin No. 1 in Berlin, Dusseldorf and Palma de Mallorca Dusseldorf No. 2 in core market Germany/Austria/Switzerland (DACH) Fourth time in a row over 30 million guests Full-service network carrier with focus on business & leisure travelers Global airline partnerships oneworld member Etihad equity alliance Air Berlin PLC l db Access GASC Jun'14 15

airberlin s worldwide comprehensive network reach (including codeshare) Los Angeles Chicago New York Oslo Helsinki Moscow London Berlin Paris Madrid Rome Irkutsk Beijing Hawaii Fort Myers Miami Curacao Abu Dhabi Phuket Sydney Destinations operated by Codeshare destinations worldwide airberlin & codeshare destinations available for booking Air Berlin PLC l db Access GASC Jun'14 16

C. Q1 2014 results Air Berlin PLC l db Access GASC Jun'14 17

1 st quarter 2014 operational development vs. 1 st quarter 2013 Q1 2013 Q1 2014 [ m] Capacity & Guests [m] Load factor [%] ASK [bn] +3.9% 7.51 7.80 5.92-1.0% 5.86 85.56-3.8%p. 81.82 +4.4% 11.16 11.65 Capacity Guests Load factor ASK Yield incl. a/p tax rev. & aviation tax [ ] Revenue / ASK [ c.] Cost 1 excl. fuel / ASK [ c.] -7.9% -8.2% 121.32-3.8% 116.72 7.10 6.54 6.95 6.38 Yield R/ASK C/ASK excl. fuel (1) Cost on EBIT level excluding other operating result Air Berlin PLC l db Access GASC Jun'14 18

Cost/ASK development Turbine shows further success Remarks Cost 1 per ASK incl. fuel [EUR ct] Aircraft costs and airport infrastructure costs were reduced due to productivity increase Renegotiating better terms and conditions for leasing contracts resulted in less airport infrastructure cost and leasing expense Turbine shows further success on the cost side as operating expenses per ASK fell stronger by 8.1 per cent) Airport charges Air transportation tax Leasing & depreciation Navigation Personnel 8.86 Fuel 1.97 1.54 1.41 0.44 0.27 1.10-8.1% 8.14 1.79 1.35 1.25 0.43 0.26 1.08 Other 2.13 1.98 Q1/13 Q1/14 (1) Cost on EBIT level excluding other operating result Air Berlin PLC l db Access GASC Jun'14 19

1 st quarter 2014 financial performance vs. 1 st quarter 2013 Total revenue EBITDAR & EBIT Net result -30.1 Q1 2013 Q1 2014 [ m] 791.9 761.8-5.5 +5.6-13.5-31.5-37.0-188.4-182.8-196.3-209.8 Revenue EBITDAR EBIT Net result Due to the Easter travel not starting until April, total sales for the first quarter decreased by 3.8%. Some of the revenue deviation was offset by better cost performance but still EBITDAR is below previous year quarter s result. EBIT performance is slightly better due to less cost of aircraft ownership. With financial result in line with expectations, net result further reduced by EUR 13m compared the first quarter in 2013 due to lower (non-cash) tax credits. Air Berlin PLC l db Access GASC Jun'14 20

Strategic partnership with Etihad Airways and codeshare performance with oneworld are well on track Development of codeshare guests by alliance [in thds.] Common codeshare guests with Etihad Airways Common codeshare guests with oneworld +12% 124 139 103 +14% 117 Q1 2013 Q1 2014 Q1 2013 Q1 2014 Scope extensions (India) will improve the Q1 growth rates in the upcoming months Strong and growing partnership with American Airlines, S7 and Finnair Further expansion of codeshares into key strategic markets New destinations in India, Korea and Australia Source: AB Partnership Reporting Air Berlin PLC l db Access GASC Jun'14 21

Balance sheet structure prior to the recapitalisation [EUR m] B/S as of Dec 31, 2013 1,885 B/S as of Mar 31, 2014 2,032 5% 5% Fixed & current assets 88% 109% Debt Fixed & current assets 87% 120% 95% 95% Debt Liquid assets 12% -9% Equity Liquid assets 13% -20% Equity Net debt: EUR 796m Net debt: EUR 801m Air Berlin PLC l db Access GASC Jun'14 22

Looking ahead, airberlin will need to consider external challenges in any restructuring model External Challenges Competition from LCCs LCCs in Western Europe grew at 8% CAGR compared to 2% 1 in Germany Cost conscious Corporates are increasingly using LCCs Travellers are more accepting of basic product LCCs with lower CASK than airberlin (e.g. Ryanair and easyjet) are watching the German market with interest LCCs have large aircraft orders to deploy Competition from Rail Railways may enhance HSR on 400-600km routes as coaches increase competition on domestic long-distance EU 2030 rail plan would complete the missing links between Paris, Frankfurt, Cologne/Frankfurt and Zurich and provide even greater competition for air travel Airport Capacity and Operations DUS, MUC and FRA are congested during peaks Limitations on airport expansion in Germany Delay of new airport in Berlin Ryanair and easyjet are planning to expand into ports such as Cologne and Hamburg 1)Excludes airberlin and Germanwings. LCC grew at 3% CAGR in Germany including airberlin and Germanwings Air Berlin PLC l db Access GASC Jun'14 23

D. Back up Air Berlin PLC l db Access GASC Jun'14 24

Strategic partnership with Etihad Airways has shown strong momentum in 2013 EUR 200 million in combined partnership revenue Partnership performance Etihad Airways Common Guests development 2013 [ 000] Etihad Airways is codeshare partner No.1 for airberlin 562 Portfolio of almost 100 codeshare routes Combined partnership revenues of EUR 200 million (increase of 100% vs 2012) Latest extension: Codeshares to India Due to hub development, codeshare opportunities will grow further (e.g. Hong Kong, Korea) Codeshare agreements implemented with Equity Alliance partners Air Seychelles, Air Serbia and Virgin Australia Guests 2012 Guests 2013 188 141 91 46 33 2 13 0 52 228 510 464 420 376 315 323 280 265 241 198 162 115 75 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Air Berlin PLC l db Access GASC Jun'14 25

oneworld presents further opportunities for growth by providing airberlin with access to new destinations and additional passengers Partnership performance oneworld Common Guests development 2013 [ 000] Extended codeshare with oneworld partners predominately with American Airlines and S7 Airlines More than 1 million common guests in 2013 Alliance of service-orientated quality airlines with highest quality and safety standards News: American Airlines Merger between AA and US Airways offers great opportunities for airberlin to strengthen North Atlantic network S7 Airlines New codeshare routes planned for summer 2014 Guests 2012 Guests 2013 89 47 16 34 228 157 75 56 1,013 940 877 783 675 552 434 324 310 280 254 223 190 158 127 98 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Air Berlin PLC l db Access GASC Jun'14 26

Cumulative effect: EUR 400m airberlin improvements and accelerated restructuring Turbine 2013/2014 Deeper & more radical restructuring 2014/2015 Planned initiatives Revenue management system Increased synergies with Equity Alliance Partners Intensified cooperation with partner airlines Fleet optimisation Fundamental review and accelerated, intensified, operational restructuring 2014 Personnel reduction ~600 FTE Comprehensive product improvement Strengthened Management Board with Chief Restructuring Officer Network optimisation Operations (CRO) Focus on major city pairs Strengthening frequencies Flattening seasonality Sales & Commercial 2013 Reorganisation distribution/sales Strengthening distribution systems Outsourcing service centres New stationing concept & single type A/C relocation Fuel savings (avg. 3.3 litres/100 RPK) Maintenance consolidation Line maintenance station consolidation Base maintenance consolidation in MUC Supplier/lessor negotiations Support by external Management Consultants Air Berlin PLC l db Access GASC Jun'14 27

DISCLAIMER This presentation has been prepared by Air Berlin PLC. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of Air Berlin PLC, or any of its subsidiaries (collectively, the Company ), or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation. Certain financial and statistical information in this presentation has been subject to rounding off adjustments and to currency conversion adjustments. Accordingly, the sum of certain data may not conform to the expressed total. Certain statements in this presentation constitute forward-looking statements. Any statement in this presentation that is not a statement of historical fact, without limitation, is a forward-looking statement. Such forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this presentation. As a result, you are cautioned not to place any reliance on such forward-looking statements. The forward-looking statements reflect knowledge and information available at the date of preparation of this presentation and the Company undertakes no obligation to update its view of such risks and uncertainties or to update the forward-looking statements contained herein. Nothing in this presentation should be construed as a profit forecast. This presentation does not constitute or form part of any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities of the Company, nor should it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Not for distribution or release, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful. By viewing the presentation, you agree to be bound by the foregoing limitations. Air Berlin PLC l db Access GASC Jun'14 28