QuickLinks -- Click here to rapidly navigate through this document
Exhibit 99.5
Notification of Directors' Interests pursuant to Companies Act 1985 Section 324 (2) and Section 329.
Gareth Davis, Robert Dyrbus, David Cresswell, Bruce Davidson and Frank Rogerson (together, "the Directors").
Imperial Tobacco Group PLC was today advised that the Trustees of the Company's Employee and Executive Benefit Trust transferred ordinary shares of 10p each in the Company as detailed below and the Directors being potential beneficiaries under the Trust are deemed to have disposed of a non-beneficial interest in such shares.
Date Transferred
| | Number Transferred
|
---|
29 January 2004 | | 139,094 |
The above transfer was the result of the Trust transferring ordinary shares of 10p each in the Company to five participant Directors in the Company's Share Matching Scheme following the vesting of awards.
These shares were previously shown as contingent rights for each Director.
Name
| | Number of shares transferred
|
---|
Mr Gareth Davis | | 56,802 |
Mr Robert Dyrbus | | 33,377 |
Mr David Cresswell | | 16,577 |
Mr Bruce Davidson | | 14,497 |
Dr Frank Rogerson | | 17,841 |
In addition the Trustee also advised the Company that the following Directors transferred shares from their existing holdings in order to participate in the Company's Share Matching Scheme. The shares will be matched with free ordinary shares of 10 pence each over a three-year period up to a maximum ratio of one to one, subject to the Group achieving an average of three per cent real increase in earnings per share per annum over the three-year retention period. There will be no opportunity to retest if this performance criterion is not met.
Name
| | Date of transfer
| | Number of shares transferred
| | Number of Additional Shares conditionally allocated
| | Resultant aggregate Companies Act interests
|
---|
Mr Gareth Davis | | 29 January 2004 | | 36,761 | | 36,761 | | 657,625 |
Mr Robert Dyrbus | | 29 January 2004 | | 23,282 | | 23,282 | | 431,983 |
Mr David Cresswell | | 29 January 2004 | | 13,262 | | 13,262 | | 182,355 |
Mr Bruce Davidson | | 29 January 2004 | | 14,811 | | 14,811 | | 251,800 |
Dr Frank Rogerson | | 29 January 2004 | | 13,692 | | 13,692 | | 179,329 |
As a result of the above, the Employee and Executive Benefit Trust now holds a total of 499,234 ordinary shares of 10p each in the Company.
C Deft
Assistant Company Secretary
QuickLinks