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

CLARE CHAPMAN

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

BT GROUP PLC

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

GRANT OF AWARDS UNDER THE BT GROUP INCENTIVE SHARE PLAN AND THE BT GROUP DEFERRED BONUS PLAN

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

BT GROUP PLC

8 State the nature of the transaction

GRANT OF AWARDS UNDER THE BT GROUP INCENTIVE SHARE PLAN AND THE BT GROUP DEFERRED BONUS PLAN

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

IAN LIVINGSTON

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 1,143,292

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 664,619

TONY CHANMUGAM

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 529,004

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 224,265

CLARE CHAPMAN

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 200,230

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 61,145

JEFF KELLY

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 504,284

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 187,972

ROEL LOUWHOFF

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 259,558

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 150,865


GAVIN PATTERSON

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 563,612

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 227,311



CLIVE SELLEY

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 163,150

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 85,103

NIGEL STAGG

SHARES GRANTED UNDER THE INCENTIVE SHARE PLAN - 177,982

SHARES GRANTED UNDER THE DEFERRED BONUS PLAN - 78,995


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

N/A

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

£2.022667

14. Date and place of transaction

20 JUNE 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 - 2,335,752

BT GROUP DEFERRED BONUS PLAN: SHARES - 2,686,392

BT GROUP INCENTIVE SHARE PLAN:  SHARES - 4,184,772

BT GROUP EMPLOYEE SHARESAVE SCHEME: OPTION OVER 17,191 SHARES.

TONY CHANMUGAM

PERSONAL HOLDING:SHARES - 499,055

BT GROUP DEFERRED BONUS PLAN: SHARES - 811,132

BT GROUP INCENTIVE SHARE PLAN: SHARES - 1,862,287

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

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

CLARE CHAPMAN

PERSONAL HOLDING:SHARES - 20,695

BT GROUP DEFERRED BONUS PLAN: SHARES - 61,145

BT GROUP INCENTIVE SHARE PLAN: SHARES - 200,230

JEFF KELLY

PERSONAL HOLDING: SHARES - 386,230

BT GROUP DEFERRED BONUS PLAN: SHARES - 258,499

BT GROUP INCENTIVE SHARE PLAN: SHARES - 1,835,718

ROEL LOUWHOFF

PERSONAL HOLDING:SHARES - 1,253,819

BT GROUP DEFERRED BONUS PLAN: SHARES - 683,910

BT GROUP INCENTIVE SHARE PLAN: SHARES - 1,010,670

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

GAVIN PATTERSON

PERSONAL HOLDING: SHARES - 1,009.616

BT GROUP DEFERRED BONUS PLAN: SHARES - 883,826

BT GROUP INCENTIVE SHARE PLAN: SHARES - 1,974,247

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

CLIVE SELLEY

PERSONAL HOLDING:SHARES -  98,207

BT GROUP DEFERRED BONUS PLAN: SHARES - 255,369

BT GROUP INCENTIVE SHARE PLAN: SHARES - 580,042

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 - 273,349

BT GROUP INCENTIVE SHARE PLAN: SHARES - 539,023

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

16. Date issuer informed of transactions

20 June 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

N/A

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

21 JUNE 2012

END


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