Talktalk Telecom : Long Term Incentive Awards

RNS Announcement

23 May 2016

For Immediate Release

TalkTalk Telecom Group PLC (the 'Company')

Long Term Incentive Awards

Pursuant to the Company's Shareholder Value Plan ('SVP'), the following executive Directors of the Company have been granted new awards under which they have today acquired the following number of H Ordinary Shares in TalkTalk Group Limited ('TTG'), a subsidiary of the Company ('Participation 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 Participation 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 Participation Shares unless performance conditions have been satisfied in 2019 and 2020. Also, no participant will receive any value until the full amount of the loan including interest has been repaid in full. Any value realised by a participant from the 2014 SVP awards will also be deducted from any value realised by participants from these 2016 SVP awards so that participants can not receive a double benefit.

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 200 Participation Shares with an aggregate par value of £2 and each of Iain Torrens, Tristia Harrison and Charles Bligh have been awarded 100 Participation Shares with an aggregate par value of £1. The Participation Shares do not represent any holding of listed shares in the Company and, therefore, the executive Directors' shareholdings in the Company are unchanged.

Further information:

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