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

This form is intended for use by an issuerto make a RISnotification required by DR3.1.4R(1).

(1)

An issuermaking a notification in respect of a transaction relating to the sharesor debentures of the issuershould complete boxes 1 to 16, 23 and 24.

(2)

An issuermaking a notification in respect of a derivative relating to the sharesof the issuershould complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuermaking a notification in respect of options granted to a director/person discharging managerial responsibilitiesshould complete boxes 1 to 3 and 17 to 24.

(4)

An issuermaking a notification in respect of a financial instrumentrelating to the sharesof 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 DR3.1.4R(1)(a); or

(ii) DR3.1.4(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

IAN LIVINGSTON

TONY CHANMUGAM

JEFF KELLY

ROEL LOUWHOFF

GAVIN PATTERSON

CLIVE SELLEY

NIGEL STAGG

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

ILFORD TRUSTEES (JERSEY) LIMITED

5. Indicate whether the notification is in respect of a holding of the personreferred 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 sharesheld 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

IAN LIVINGSTON

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 2,222,929

TONY CHANMUGAM

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 1,035,186

JEFF KELLY

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 857,708

ROEL LOUWHOFF

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 508,511

GAVIN PATTERSON

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 1,089,668

CLIVE SELLEY

SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 164,755


NIGEL STAGG


SHARES VESTED UNDER THE INCENTIVE SHARE PLAN - 231,007

10. Percentage of issued classacquired (treasury sharesof that classshould not be taken into account when calculating percentage)

N/A

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

IAN LIVINGSTON

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 1,158,235


TONY CHANMUGAM

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 539,374

ADDITIONAL SHARES SOLD - 247,906


JEFF KELLY

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 446,901

ADDITIONAL SHARES SOLD - 247,111


GAVIN PATTERSON

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 567,761


CLIVE SELLEY

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 77,656


NIGEL STAGG

SHARES SOLD TO COVER TAX DUE ON ISP VESTING - 120,364

ADDITIONAL SHARES SOLD - 57,900


12. Percentage of issued classdisposed (treasury sharesof that classshould not be taken into account when calculating percentage)

N/A

13. Price per shareor value of transaction

£2.077

14. Date and place of transaction

14 MAY 2012, LONDON

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

IAN LIVINGSTON

PERSONAL HOLDING: SHARES - 2,335,029

BT GROUP DEFERRED BONUS PLAN: SHARES -2,021,773

BT GROUP INCENTIVE SHARE PLAN:  SHARES - 3,041,480

BT GROUP EMPLOYEE SHARESAVE SCHEME: OPTION OVER 12,906 SHARES.

TONY CHANMUGAM

PERSONAL HOLDING:SHARES - 499,055

BT GROUP DEFERRED BONUS PLAN: SHARES - 586,867

BT GROUP INCENTIVE SHARE PLAN: SHARES - 1,333,283

BT GROUP GLOBAL SHARE OPTION PLAN: OPTIONS OVER 37,384 SHARES

BT GROUP EMPLOYEE SHARESAVE SCHEME: AN OPTION OVER 12,110 SHARES.

JEFF KELLY

PERSONAL HOLDING: SHARES - 386,230

BT GROUP DEFERRED BONUS PLAN:  SHARES - 303,736   

BT GROUP INCENTIVE SHARE PLAN:  SHARES - 1,331,434

ROEL LOUWHOFF

PERSONAL HOLDING:SHARES - 1,253,819

BT GROUP DEFERRED BONUS PLAN: SHARES - 533,045

BT GROUP INCENTIVE SHARE PLAN: SHARES - 751,112

BT GROUP EMPLOYEE SHARESAVE INTERNATIONAL SCHEME: AN OPTION OVER  8,632 SHARES

GAVIN PATTERSON

PERSONAL HOLDING: SHARES - 1,008,893

BT GROUP DEFERRED BONUS PLAN: SHARES - 656,515

BT GROUP INCENTIVE SHARE PLAN: SHARES -1,410,635

BT GROUP GLOBAL SHARE OPTION PLAN: OPTIONS OVER 98,178 SHARES

CLIVE SELLEY

PERSONAL HOLDING:SHARES - 173,207

BT GROUP DEFERRED BONUS PLAN: SHARES - 170,266

BT GROUP INCENTIVE SHARE PLAN: SHARES - 581,647

BT GROUP GLOBAL SHARE OPTION PLAN: OPTIONS OVER 74,028 SHARES

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

NIGEL STAGG

PERSONAL HOLDING: SHARES - 182,975

BT GROUP DEFERRED BONUS PLAN: SHARES - 194,354

BT GROUP INCENTIVE SHARE PLAN: SHARES - 361,041

BT GROUP GLOBAL SHARE OPTION PLAN: OPTIONS OVER 85,484 SHARES

16. Date issuer informed of transactions

15 MAY 2012

If a person discharging managerial responsibilitieshas been granted options by the issuercomplete 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 sharesor debentures involved (classand 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 sharesor debentures over which options held following notification

N/A……………………

23. Any additional information

BT Group plc confirms that the person discharging managerial responsibilities/director Ian Livingston was granted an option over 796 shares under the BT Group Employee Sharesave Scheme in June 2010.

24. Name of contact and telephone number for queries

ANNA WATCH - 020 7356 5158

Name and signature of duly authorised officer of issuerresponsible for making notification

ANNA WATCH

Date of notification

15 MAY 2012

END


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