Director Shareholding

25th Feb 2005 11:09

Hilton Group PLC25 February 2005 DIRECTORS' SHARE INTERESTS HILTON GROUP PLC ("THE COMPANY") ANNOUNCES THAT: • ON 24 FEBRUARY 2005 COMPUTERSHARE TRUSTEES (C.I.) LIMITED,AS TRUSTEE OF THE HILTON GROUP SHARE OWNERSHIP TRUST ("THE TRUSTEE"), AWARDEDORDINARY SHARES OF 10P EACH OF THE COMPANY ("SHARES") AND OPTIONS OVER SHARESUNDER THE HILTON GROUP EXECUTIVE DEFERRED BONUS PLAN ("THE PLAN") AS PART OF THEBONUSES DUE IN RESPECT OF THE 2004 FINANCIAL YEAR TO EMPLOYEES OF COMPANIES INTHE HILTON GROUP OF COMPANIES INCLUDING MR D M C MICHELS, MR B G WALLACE AND MRC BELL ("THE EXECUTIVE DIRECTORS"), WHO ARE DIRECTORS OF THE COMPANY. THE SHARES WILL VEST AUTOMATICALLY ON THE VESTING DATE WHICH IS LIKELY TO BE ONOR ABOUT 24 FEBRUARY 2007. SHARE INTERESTS UNDER THE PLAN MAY NOT BE SOLD,TRANSFERRED, CHARGED OR OTHERWISE DISPOSED OF PRIOR TO THE VESTING DATE. SHARES WERE AWARDED TO THE EXECUTIVE DIRECTORS AS FOLLOWS: NAME NO OF SHARES AWARDEDC BELL 69,424D M C MICHELS 143,466B G WALLACE 91,197 EACH OF THE EXECUTIVE DIRECTORS CEASED ON 24 FEBRUARY 2005 TO BE INTERESTED IN1,528,505 SHARES PREVIOUSLY HELD SUBJECT TO THE TERMS OF THE TRUST WHICH WEREAWARDED TO CERTAIN OTHER EMPLOYEES OF COMPANIES WITHIN THE HILTON GROUP OFCOMPANIES. IN ADDITION TO EACH DIRECTOR'S OWN INTEREST IN THE SHARES UNDER THE PLAN ASMENTIONED ABOVE, FOLLOWING THE AWARDS EACH OF THE EXECUTIVE DIRECTORS ISINTERESTED IN 2,548,233 SHARES HELD SUBJECT TO THE TERMS OF THE TRUST GENERALLYFOR THE BENEFIT OF EMPLOYEES OF COMPANIES WITHIN THE HILTON GROUP OF COMPANIES.OPTIONS ISSUED BY THE TRUST IF EXERCISED IN FULL WOULD REQUIRE THE TRUST TOTRANSFER 2,564,600 SHARES TO EMPLOYEES. • ON 24 FEBRUARY 2005 CONDITIONAL RIGHTS OVER SHARES GRANTEDUNDER THE PERFORMANCE SHARE PLAN ("PSP") IN 2002 BY REFERENCE TO THE COMPANY'SPERFORMANCE OVER THE THREE YEAR PERIOD ENDED 31 DECEMBER 2004 VESTED FOR THREEOF THE EXECUTIVE DIRECTORS OF THE COMPANY AS FOLLOWS: NAME NO OF SHARES VESTED NO. OF SHARES OVER WHICH RIGHTS HAVE LAPSEDC BELL 104,916 35,534D M C MICHELS 202,085 68,444B G WALLACE 166,423 56,366 • ON 24 FEBRUARY 2005 CONDITIONAL RIGHTS TO RECEIVE UP TO ASPECIFIED MAXIMUM NUMBER OF SHARES WERE GRANTED UNDER THE PSP BY REFERENCE TOTHE COMPANY'S PERFORMANCE OVER THE THREE YEAR PERIOD ENDING 31 DECEMBER 2007 TOTHE FOUR EXECUTIVE DIRECTORS OF THE COMPANY AS FOLLOWS: NAME MAXIMUM NO. OF SHARES OVER WHICH CONDITIONAL RIGHTS HAVE BEEN GRANTED C BELL 178,438I R CARTER 178,438D M C MICHELS 293,883B G WALLACE 218,246 • ON 24 FEBRUARY 2005 MR C BELL: 1. PURCHASED 196,588 SHARES AT 166.45P PER SHARE, 95,336 SHARESAT 212.7P PER SHARE, 113,866 SHARES AT 197.6P PER SHARE AND 71,657 SHARES AT290.7P PER SHARE BY EXERCISE OF OPTIONS HELD UNDER THE HILTON GROUPINTERNATIONAL SHARE OPTION SCHEME; AND 2. SOLD 477,447 SHARES AT 313P PER SHARE AND 43,016 SHARES AT317P PER SHARE. • ON 24 FEBRUARY 2005 MR D M C MICHELS: 1. PURCHASED 10,319 SHARES AT 290.7P PER SHARE BY EXERCISE OFAN OPTION HELD UNDER THE HILTON GROUP 1978 EXECUTIVE SHARE OPTION SCHEME; 2. PURCHASED 150,000 SHARES AT 197.6P PER SHARE, 216,096 SHARESAT 212.7P PER SHARE, 355,040 SHARES AT 166.45P PER SHARE AND 389,681 SHARES AT290.7P PER SHARE BY EXERCISE OF OPTIONS HELD UNDER THE HILTON GROUPINTERNATIONAL SHARE OPTION SCHEME; AND 3. SOLD 1,121,136 SHARES AT 313P PER SHARE AND 202,085 SHARESAT 317P PER SHARE. • ON 24 FEBRUARY 2005 MR B G WALLACE: 1. PURCHASED 177,961 SHARES AT 212.7P PER SHARE, 150,000 SHARESAT 197.6P PER SHARE, 150,000 SHARES AT 244.5P PER SHARE, 150,000 SHARES AT193.95P PER SHARE AND 292,386 SHARES AT 166.45P PER SHARE BY EXERCISE OF OPTIONSHELD UNDER THE HILTON GROUP INTERNATIONAL SHARE OPTION SCHEME; AND 2. SOLD 920,347 SHARES AT 313P PER SHARE AND 166,423 SHARES AT317P PER SHARE. FOLLOWING THESE TRANSACTIONS: • MR BELL IS BENEFICIALLY INTERESTED IN 94,886 SHARES, HAS ATOTAL INTEREST UNDER THE PLAN IN 219,102 SHARES, HAS AN INTEREST IN A MAXIMUMTOTAL OF 625,961 SHARES UNDER THE PSP OVER WHICH CONDITIONAL RIGHTS HAVE BEENGRANTED AND HOLDS OPTIONS TO PURCHASE 869,328 SHARES UNDER THE COMPANY'SEXECUTIVE SHARE OPTION SCHEMES; • MR CARTER HAS AN INTEREST IN A MAXIMUM TOTAL OF 178,438SHARES UNDER THE PSP OVER WHICH CONDITIONAL RIGHTS HAVE BEEN GRANTED; • MR MICHELS IS BENEFICIALLY INTERESTED IN 314,045 SHARES, HASA TOTAL INTEREST UNDER THE PLAN IN 415,512 SHARES, HAS AN INTEREST IN A MAXIMUMTOTAL OF 1,103,994 SHARES UNDER THE PSP OVER WHICH CONDITIONAL RIGHTS HAVE BEENGRANTED AND HOLDS OPTIONS TO PURCHASE 1,672,585 SHARES UNDER THE COMPANY'SEXECUTIVE SHARE OPTION SCHEMES; AND • MR WALLACE IS BENEFICIALLY INTERESTED IN 53,880 SHARES, HASA TOTAL INTEREST UNDER THE PLAN IN 274,127 SHARES, HAS AN INTEREST IN A MAXIMUMTOTAL OF 819,857 SHARES UNDER THE PSP OVER WHICH CONDITIONAL RIGHTS HAVE BEENGRANTED AND HOLDS OPTIONS TO PURCHASE 1,525,731 SHARES UNDER THE COMPANY'SEXECUTIVE SHARE OPTION SCHEMES. This information is provided by RNS The company news service from the London Stock Exchange

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