Technical interest adjustment

BT Group PLC 10 December 2001 BT Group plc BT DISCRETIONARY EMPLOYEE TRUSTS Adjustment to technical share interest of Directors BT Group plc advises that, on 7 December 2001, Ilford Trustees (Jersey) Limited (the Trustee), as Trustee of discretionary employee trusts established by British Telecommunications plc (BT)) (the Trusts) acquired 1,073,000 ordinary shares in BT Group plc (BT Group Shares) at an average price of 272.2474 pence per share. These BT Group Shares were purchased by the Trustee with the proceeds of sale of ordinary shares in mmO2 plc in connection with arrangements to acquire sufficient BT Group Shares to satisfy entitlements of participants in BT's executive award plans as and when they vest. These awards require adjustment by reason of the reconstruction of BT to form separately listed companies, BT Group plc and mmO2 plc (which was completed on 19 November 2001), so that the awards relate solely to the shares of each participant's new parent company. Following these transactions, the Trustee holds 23,604,699 BT Group Shares, as well as 10,084,791 ordinary shares in mmO2 plc. The Executive Directors of BT Group plc (Sir Christopher Bland, Sir Peter Bonfield, Philip Hampton, Andy Green, Pierre Danon and Paul Reynolds) are for Companies Act 1985 purposes treated as interested in all of these BT Group Shares. However, it is not anticipated that they will receive from the Trustee a greater number of BT Group Shares than that to which their adjusted share award relates. The adjusted awards will be determined when the averaging period expires on 14 December 2001, and will be announced at that time. BT - SPECIAL PURPOSE TRUST Adjustment to technical share interest of Directors BT Group plc advises that, on 7 December, The Royal Bank of Scotland Trust Company (Jersey) Limited (the Trustee), as trustee of a discretionary employee trust established by British Telecommunications plc (BT)) (the Trust), transferred 674,639 ordinary shares in BT Group plc (BT Group Shares) and 674,639 ordinary shares in mmO2 plc (mmO2 Shares) to a total of 426 beneficiaries of the Trust in satisfaction of options held by them under the BT Employee Sharesave Scheme 1994. Following this transfer, the Trustee holds 55,905,361 BT Group Shares, as well as 55,905,361 mmO2 Shares. The Executive Directors of BT Group plc (Sir Christopher Bland, Sir Peter Bonfield, Philip Hampton, Andy Green, Pierre Danon and Paul Reynolds) are for the purposes of the Companies Act 1985 treated as interested in all of the BT Group Shares held in the Trust. Despite this technical interest in all of the BT Group Shares, each Executive Director will only be entitled to receive from the Trustee the number of BT Group Shares to which he is entitled on the exercise of options held by him under the BT Employee Sharesave Scheme 1994. Such options are only exercisable until 19 May 2002. Ends

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BT Group (BT.A)
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