TALK.L Regulatory News (TALK)

RNS Announcement

21 September 2012

For Immediate Release

TalkTalk Telecom Group Plc

TalkTalk Telecom Group Plc ("Company")

Director Shareholdings

The Company's Value Enhancement Schemes (the "VES") approved by the shareholders of Carphone Warehouse Group PLC ("CPW") in July 2009 and inherited by the Company following its demerger from CPW in January 2010 were designed to enable its participants, who are employees of both the Company and CPW, to share in the incremental value of the Company created from an initial valuation in April 2009.

The relevant performance conditions have now been satisfied and 60% of the VES has vested. The VES is subject to on-going performance conditions and if satisfied, the remaining 40% of the VES will vest in September 2013. The current vesting has resulted in participants receiving a combination of new ordinary shares in the Company and a cash settlement.

Participants in the VES include the following directors of the Company. Each director has repaid in cash the loans associated with that part of the VES that has vested and no director has personally received any cash on vesting apart from that used to repay such loans. The balance of each director's VES has been satisfied by the issue of the number of shares in the Company set out below at a price of 186 pence per share being the average closing price of the Company's shares on 18 and 19 September 2012. Each director is required to hold these shares in the Company for a minimum of 12 months from today's date and is subject thereafter to a minimum shareholding requirement equal to 200% of their base salary.

Dido Harding (CEO) - 2,149,688 shares. Ms Harding now holds 2,149,688 shares in total being 0.2% of the Company's issued shares;

Amy Stirling (CFO) - 1,464,046 shares. Ms Stirling now holds 2,000,733 shares in total being 0.2 % of the Company's issued shares; and

David Goldie (Group Commercial Director) - 1,464,046 shares. Mr Goldie now holds 2,409,506 shares in total being 0.2% of the Company's issued shares.

The total number of shares issued by the Company to all participants as part of the current vesting is 18,139,789. The Company's employee benefit trust holds 39,497,484 shares in the Company and it is the intention to use sufficient of these shares to maintain the number of voting rights in the Company at 914,108,245.

Analyst and Investor Enquiries

Mal Patel +44 (0) 203 417 1037