BT Regulatory News (BT.A)

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).

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

GAVIN PATTERSON

TONY CHANMUGAM

LUIS ALVAREZ

JOHN PETTER

CLIVE SELLEY

NIGEL STAGG

GRAHAM SUTHERLAND

4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

ILFORD TRUSTEES (JERSEY) LIMITED

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

VESTING OF AWARDS UNDER THE BT GROUP INCENTIVE SHARE PLAN AND SALES OF SHARES PRINCIPALLY TO COVER TAX DUE ON VESTING

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

ILFORD TRUSTEES (JERSEY) LIMITED

8 State the nature of the transaction

VESTING OF AWARDS UNDER THE BT GROUP INCENTIVE SHARE PLAN AND SALES OF SHARES PRINCIPALLY TO COVER TAX DUE ON VESTING

9. Number of shares, debentures or financial instruments relating to shares acquired

GAVIN PATTERSON

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 502,047

TONY CHANMUGAM

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 471,217LUIS ALVAREZ

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 165,492

JOHN PETTER

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 130,793

CLIVE SELLEY

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 145,327

NIGEL STAGG

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 118,904

GRAHAM SUTHERLAND

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 79,268

10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

N/A

11. Number of shares, debentures or financial instruments relating to shares disposed

GAVIN PATTERSON

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 236,435

TONY CHANMUGAM

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 221,915

LUIS ALVAREZ

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 43,679

ADDITIONAL SHARES SOLD - 18,042

JOHN PETTER

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 61,596

CLIVE SELLEY

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 68,441

ADDITIONAL SHARES SOLD - 76,886

NIGEL STAGG

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 55,997

ADDITIONAL SHARES SOLD - 62,907

GRAHAM SUTHERLAND

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 37,331

12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 

N/A

13. Price per share or value of transaction

£3.75

14. Date and place of transaction

12 MAY 2014, LONDON

15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

GAVIN PATTERSON

PERSONAL HOLDING: 1,957,999 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 647,163 SHARES

BT GROUP INCENTIVE SHARE PLAN: 1,352,534 SHARES

TONY CHANMUGAM

PERSONAL HOLDING: 1,024,227 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 626,283 SHARES

BT GROUP INCENTIVE SHARE PLAN: 913,531 SHARES

BT GROUP EMPLOYEE SHARESAVE SCHEME: AN OPTION OVER 6,024 SHARES

LUIS ALVAREZ

PERSONAL HOLDING: 347,467 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 203,840 SHARES

BT GROUP INCENTIVE SHARE PLAN: 326,989 SHARES

BT GROUP EMPLOYEE SHARESAVE SCHEME: OPTION OVER 5,783 SHARES.

JOHN PETTER

PERSONAL HOLDING: 97,407 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 214,600 SHARES

BT GROUP INCENTIVE SHARE PLAN: 264,188 SHARES

BT GROUP EMPLOYEE SHARESAVE SCHEME: OPTION OVER 3,809 SHARES.

CLIVE SELLEY

PERSONAL HOLDING: 262,824 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 207,958 SHARES

BT GROUP INCENTIVE SHARE PLAN: 294,797 SHARES

BT GROUP EMPLOYEE SHARESAVE SCHEME: AN OPTION OVER 24,575 SHARES

NIGEL STAGG

PERSONAL HOLDING: 338,344 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 223,614 SHARES

BT GROUP INCENTIVE SHARE PLAN: 316,690 SHARES

GRAHAM SUTHERLAND

PERSONAL HOLDING: 95,278 ORDINARY SHARES

BT GROUP DEFERRED BONUS PLAN: 190,971 SHARES

BT GROUP INCENTIVE SHARE PLAN: 263,599 SHARES

16. Date issuer informed of transactions

13 MAY 2014

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17 Date of grant

N/A…………………

18. Period during which or date on which it can be exercised

N/A………………………

19. Total amount paid (if any) for grant of the option

N/A………………………

20. Description of shares or debentures involved (class and number)

N/A………………………

21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

N/A………………………

22. Total number of shares or debentures over which options held following notification

N/A……………………

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

ANNA WATCH

Date of notification

14 MAY 2014

END