Director Shareholding

RNS Notification required by DTR 3.1.4R(1)

12 February 2010

Thomas Cook Group plc

1. Purchase of ordinary shares of €0.10 in Thomas Cook Group plc ("Shares" and the "Company", respectively) by Directors of the Company to be held as Lodged Shares under the terms of the Thomas Cook Group plc 2008 Co-Investment Plan ("COIP")

2. Reallocation of COIP lodged shares from 2009 award to 2010 award and corresponding cancellation of options awarded under the COIP in 2009

3. Award of options under the COIP

4. Award of options under the Thomas Cook Group plc 2007 Performance Share Plan ("PSP")

1. EES Trustees International Limited, the Trustee of the Thomas Cook Group plc 2007 Employee Benefit Trust (the "Trustee"), has notified the Company that, using funds received from the Directors detailed below, they have acquired the Shares set out against the Directors' names as nominee to be held as Lodged Shares under the terms of the COIP on 11 February 2010:

#The market value of Manny Fontenla-Novoa's shareholding now exceeds 200% of his annual base salary.

On the same date a further 458,934 Shares were purchased by the Trustee on behalf of members of the Group Executive Board and other senior managers and held as Lodged Shares under the terms of the COIP.

Under the rules of the COIP, participants must purchase Shares using a proportion of their annual bonus. Paul Hollingworth invested £150,000 of his own funds into the COIP as he did not qualify for a bonus payment, having only joined the Company on 1 January 2010.

In addition to the above acquisition of Shares, Manny Fontenla-Novoa designated a total of 115,462 Shares that he held outside the COIP as Lodged Shares in respect of the 2010 COIP. This total of 115,462 Shares comprised 70,643 shares he had acquired in October 2007 at a price of 280p and 44,819 shares he had acquired in December 2009 at a price of 222p. These Shares are included in the total holding and percentage columns in the table above.

2. On 11 February 2010 Manny Fontenla-Novoa reallocated 135,000 Lodged Shares from his 2009 COIP award to his 2010 award. Accordingly, the corresponding award of 472,500 options granted in 2009 to provide the Matching Share element for those Lodged Shares has lapsed.

The reallocated Lodged Shares were those bought on a voluntary basis under the COIP in 2009. The mandatory element (267,700 Lodged Shares acquired with bonus paid in excess of 100% of base pay) remains invested in the COIP in respect of the 2009 award.

3. On 12 February 2010 The Company granted nil-cost options to acquire the following number of Shares in the Company in order to provide the Matching Share element under the COIP to the following Directors of the Company:

*Under the terms of the COIP, a conditional award of three and a half nil-cost options is made in respect of each Lodged Share held by the participant. Other than for Mr Fontenla-Novoa, the number of Lodged Shares held in respect of this award by the Executive Directors is as shown in the table in section 1. For Mr Fontenla-Novoa, a total of 314,015 Lodged Shares are held in respect of this award, comprising the 63,553 shares acquired as shown in the table in section 1 above, the additional 115,462 shares designated as Lodged Shares described in section 1 above and 135,000 Shares reallocated from the 2009 COIP award as described in section 2 above.

The award of nil-cost options will vest and become exercisable three years from the date of the award subject to performance conditions** being satisfied and will lapse if not exercised within ten years of the date of award.

4. On 12 February 2010 the Company also granted nil cost options under the PSP to the following Directors:

The options granted to the Directors will vest and become exercisable three years from the date of the award subject to performance conditions** being satisfied and will lapse if not exercised within ten years of the date of award.

*\* The performance conditions relating to the awards of nil cost options made under the COIP and PSP are as follows:

Half of the options will vest by reference to Earnings Per Share ("EPS") and half by reference to Total Shareholder Return ("TSR"). The EPS performance condition requires a compound annual growth rate in EPS of 6% to 14% over a three year period. Under the TSR performance condition, the Company's TSR performance over three years will be ranked against FTSE 50-150 companies (for 25% of the total award) and against a tailored peer group of international travel operators (for the remaining 25% of the total

award). The outcome of the COIP will also be subject to the Return on

Invested Capital ratchet mechanism, as in previous years.

These performance conditions have been the subject of a consultation between the Remuneration Committee and the Company's major shareholders and their representative bodies. They have been applied to these awards, subject to approval at the Company's AGM to be held on 25 March 2010. The relevant resolution is set out in the Notice convening the AGM, which is available on the Company's website www.thomascook.com

Names and Contact Numbers:

Bronwen Griffiths-Barrasso:

Media enquiries

Tel +44 (0) 1733 417268

Derek Woodward

Group Company Secretary

Tel +44 (0) 7557 6415