TALK.L Regulatory News (TALK)

RNS Announcement

30 June 2014

For Immediate Release

TalkTalk Telecom Group PLC (the "Company")

Long Term Incentive Awards

Pursuant to the Company's Shareholder Value Plan (previous called the Value Enhancement Scheme) ("SVP"), certain Directors of the Company have been granted new awards under which they have today acquired the following number of D Ordinary Shares in TalkTalk Group Limited ("TTG"), a subsidiary of the Company ("D Shares"). The SVP is designed to align the interests of senior management and the Company's shareholders allowing them to share in the incremental shareholder value created over the next 3 and 4 years. The D Shares have been acquired for market value using interest bearing loans made by TTG to each of the participants on commercial terms. The awards do not vest and there is no value in the D Shares unless performance conditions have been satisfied in 2017 and 2018. Also, no participant will receive any value until the full amount of the loan including interest has been repaid in full.

Therefore, the Company makes a notification in accordance with DTR 3.1.2 R and section 793 of the Companies Act 2006 that Dido Harding has been awarded 2,000,000 D Shares with an aggregate par value of £2 and each of Stephen Makin, Tristia Harrison and Charles Bligh have been awarded 1,000,000 D Shares with an aggregate par value of £1. However, the shares do not represent any holding of listed shares in the Company and, therefore, the Directors share holdings in the Company are unchanged.

Further information:

Analysts and Investors: Mal Patel +44 (0) 20 3417 1037

Media: Alex Birtles +44 (0) 20 3417 1383

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