BT Regulatory News (BT.A)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

London, March 24, 2020

In connection with the termination of the BT Group ADR program, approximately 46.7 million shares in BT Group plc to be sold for the pro rata benefit of the remaining holders of BT Group ADRs

As previously announced, BT Group plc ("BT Group") terminated its American Depositary Receipt ("ADR") program with JPMorgan Chase Bank, N.A. (the "Depositary") effective at the close of business (NY time) on September 23, 2019 (the "Termination Date"), in accordance with the terms of the Amended and Restated Deposit Agreement, dated as of November 20, 2015 (the "Deposit Agreement"), among BT Group, the Depositary and all registered holders from time to time of ADRs evidencing American Depositary Shares ("ADSs"), with each ADS representing 5 deposited ordinary shares of BT Group (the "BT Group Shares").

Pursuant to the Deposit Agreement and the terms of the ADRs, holders of ADRs had until March 23, 2020, such date being six months from the Termination Date, to surrender their ADSs for cancellation, pay related cancellation and cable fees and take delivery of the BT Group Shares represented thereby into an account in CREST. With respect to those holders of ADRs who failed to take any action on or prior to March 23, 2020 (the "Remaining Holders"), in accordance with the Deposit Agreement and the terms of the ADRs, the Depositary is now intending to sell on behalf of such Remaining Holders approximately 46.7 million BT Group Shares, which it intends to do by way of an accelerated bookbuild offering. The proceeds of such sales (net of brokerage commission and other related expenses), together with any dividends received prior thereto or the U.S. dollars received on conversion thereof, without liability for any interest thereon, will be held in trust for the pro rata benefit of the Remaining Holders.

The Depositary has engaged J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") as sole bookrunner (the "Sole Bookrunner") in connection with the bookbuild offering.

The bookbuilding process will commence immediately following the publication of this announcement and may be closed at short notice at the full discretion of the Sole Bookrunner. The offer price will be determined at the conclusion of the bookbuilding process and will be announced in a separate press release.

Important Notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Depositary or the Sole Bookrunner or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for informational purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

In the United Kingdom and Member States of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" as defined under the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering of the BT Group Shares, J.P. Morgan Securities plc ("J.P. Morgan") and any of its affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own account such shares. In addition, J.P. Morgan or its affiliates may enter into financing arrangements and swaps with investors in connection with which J.P. Morgan (or its affiliates) may from time to time acquire, hold or dispose of shares. J.P. Morgan does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

J.P. Morgan is acting on behalf of the Depositary and no one else in connection with any offering of the BT Group Shares and will not be responsible to any other person for providing the protections afforded to clients of J.P. Morgan or for providing advice in relation to any offering of the BT Group Shares.