Director Shareholding

RNS Notification required by DTR 3.1.4R(1)

11 January 2011

Thomas Cook Group plc

1. Exercise of options under the Thomas Cook Group plc 2007 Performance Share Plan ("PSP") from 2007 award

2. 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")

3. Total shareholdings of the Executive Directors

4. Lapse of awards made in 2008 under the PSP and COIP

5. Designation of Shares as Lodged Shares under the 2011 COIP award

6. 2011 award of options under the COIP

7. 2011 award of options under the PSP

1. Exercise of options under the PSP from 2007 award

On 10 January 2011, Manny Fontenla-Novoa, Group Chief Executive Officer, exercised a nil cost option over 52,500 Shares held under the PSP. The option was awarded in 2007 subject to a Total Shareholder Return performance target. The extent to which the performance condition was satisfied was independently verified and resulted in 37% of the original award vesting and being capable of being exercised.

EES Trustees International Limited, The Trustee of the Thomas Cook Group plc 2007 Employee Benefit Trust (the "Trustee"), has notified the Company that, following the exercise on 10 January 2011, Mr Fontenla-Novoa sold 26,830 Shares at a price of 194.8p to cover income tax and National Insurance liabilities and brokers' commission.

Mr Fontenla-Novoa retained the balance of 25,670 Shares.

2. Purchase of Shares by Directors to be held as Lodged Shares under the terms of the COIP

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 10 January 2011:

On the same date a further 155,004 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.

3. Total shareholdings of the Executive Directors

Following the transactions reported under sections 1 and 2 above, the Executive Directors hold the following Shares in the Company:

4. Lapse of awards made in 2008 under the PSP and COIP

The Company has not met the Earnings Per Share element of the performance target attached to the 2008 PSP and COIP awards. Therefore, these parts of these awards have lapsed.

5. Designation of Shares as Lodged Shares under the 2011 COIP award

Following the lapse of the awards made under the 2008 COIP, the Lodged Shares relating to that award can be freely transferred. Accordingly, on 10 January 2011 Manny Fontenla-Novoa reallocated 169,010 Lodged Shares from his 2008 COIP award to his 2011 award.

Manny Fontenla-Novoa has designated a further 107,596 Shares that he held outside the COIP as Lodged Shares in respect of the 2011 COIP. These shares result from the exercise of the EPS element of his 2007 PSP award in March 2010 and the exercise of the TSR element of his PSP award detailed in section 1 above.

6. 2011 Award of options under the COIP

On 10 January 2011 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 shown in the table in section 2. For Mr Fontenla-Novoa, a total of 276,606 Lodged Shares are held in respect of this award, as described in section 5 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.

7. 2011 award of options under the PSP

On 10 January 2011 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.

Names and Contact Numbers:

Bronwen Griffiths-Barrasso:

Media enquiries

Tel +44 (0) 1733 417268

Derek Woodward

Group Company Secretary

Tel +44 (0)20 7557 6415