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This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes in block capital letters.
1. Name of the issuer
BT GROUP PLC
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
(III) BOTH (I) AND (II)
3. Name of person discharging managerial responsibilities/director
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
EXERCISE OF OPTIONS UNDER THE BT GROUP GLOBAL SHARE OPTION PLAN
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
ORDINARY SHARES IN BT GROUP PLC OF 5P EACH
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
BT GROUP plc
8 State the nature of the transaction
EXERCISE OF OPTIONS UNDER THE BT GROUP GLOBAL SHARE OPTION PLAN AND RETENTION OF SHARES
9. Number of shares, debentures or financial instruments relating to shares acquired
OPTIONS EXERCISED UNDER THE BT GROUP GLOBAL SHARE OPTION PLAN. 98,178 AT AN OPTION PRICE OF £1.92.
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
11. Number of shares, debentures or financial instruments relating to shares disposed
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
13. Price per share or value of transaction
14. Date and place of transaction
26 JULY 2013, LONDON
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
PERSONAL HOLDING: 1,529,218 ORDINARY SHARES
BT GROUP DEFERRED BONUS PLAN: 937,269 SHARES
BT GROUP INCENTIVE SHARE PLAN: 1,566,862 SHARES
16. Date issuer informed of transactions
26 JULY 2013
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17 Date of grant
18. Period during which or date on which it can be exercised
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved (class and number)
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
22. Total number of shares or debentures over which options held following notification
23. Any additional information
24. Name of contact and telephone number for queries
ANNA WATCH - 020 7356 5158
Name and signature of duly authorised officer of issuer responsible for making notification
Date of notification
29 JULY 2013
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