Successful conclusion of merger between Lufthansa and Austrian Airlines

Direct News Source

03-Sep-2009 Lufthansa receives over 90 per cent of the shares in Austrian Airlines.

Deutsche Lufthansa AG, Austrian Airlines AG and Österreichische Industrieholding AG (ÖIAG) today executed the successful take over of Austrian Airlines AG by Deutsche Lufthansa AG. All conditions precedent of the transaction have been duly fulfilled. Austrian Airlines will therefore become part of the Lufthansa Group as of this month. The European Commission had previously given the green light for the merger of Lufthansa and Austrian Airlines, and approved a restructuring aid to be made by ÖIAG in the amount of 500 million euros. Both were granted under conditions that were economically acceptable.

The shareholders of Austrian Airlines AG, who offered their shares for sale by 11 May 2009 and did not exercise the right to withdraw that was granted in the meantime, will today be paid the offer price of EUR 4.49 per share. In total, Lufthansa will pay for the 36,959,414 shares a sum of about 166 million euros to the shareholders. Including shares that were previously held by ÖIAG and shares that have already been submitted within the ongoing extension of the additional acceptance period, Lufthansa will hold more than 90 per cent of the shares in Austrian Airlines AG through ÖLH Österreichische Luftverkehrs-Holding-GmbH. ÖLH will prepare to carry out all necessary steps to squeeze out the rest of the minority shareholders.

All shareholders who have not yet accepted the offer may still offer their shares for sale until 9 September 2009. These shareholders will receive the takeover price no later than on 23 September 2009.

Further details on the successful conclusion of the transaction shall be announced at the press conference scheduled for today at 12:15 p.m. in the “Europa 1” room of Office Park 3 at Vienna Airport. The press conference will be attended by:

• Dr. Peter Michaelis, Executive Board Member of Österreichische Industrieholding AG
• Dr. Andreas Bierwirth, Executive Board Member and CCO of Austrian Airlines AG
• Dr. Peter Malanik, Executive Board Member and COO of Austrian Airlines AG
• Wolfgang Mayrhuber, Chairman and CEO of Deutsche Lufthansa AG
• Stefan H. Lauer, Chief Officer Group Airlines and Corporate Human Resources at Deutsche Lufthansa AG