Technical interest adjustment

BT Group PLC
23 May 2002

                           BT - SPECIAL PURPOSE TRUST

Adjustment to share interests of Directors

BT Group plc

BT Group plc advises that, on 22 May 2002, 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 5,992,211 ordinary shares in BT Group plc (BT Group Shares) and
5,992,211 ordinary shares in mmO2 plc (mmO2 Shares) to a total of 6326
beneficiaries of the Trust in satisfaction of options held by them under the BT
Employee Sharesave Scheme 1994.

Following this transfer, the Trustee holds 36,856,011 BT Group Shares, as well
as 36,856,011 mmO2 Shares. The Executive Directors of BT Group plc (Ben
Verwaayen, Sir Christopher Bland, Philip Hampton, Andy Green, Pierre Danon, Paul
Reynolds and Ian Livingston) 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.

Date of notification 23 May 2002

ends



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