Publication of shareholder circular

For immediate release

21 February 2020

TalkTalk Telecom Group PLC

Publication of shareholder circular

TalkTalk Telecom Group PLC (LSE: TALK) (the "Company" and together with its subsidiary undertakings, the "Group") announced on 21 January 2020 that it had agreed to sell the entire issued share capital of FibreNation Limited and the Group's shareholding in Bolt Pro Tem Limited to CityFibre for an aggregate cash consideration of £200 million, conditional upon Shareholder approval.

In connection with the Sale, the Company is pleased to announce that the Shareholder circular (the "Circular") containing, amongst other things, further details of the Sale and the Board's recommendation to vote in favour of the Resolutions at the General Meeting has today been approved by the FCA and will shortly be posted to Shareholders and published by the Company.

The Circular contains a notice of a General Meeting of the Company to be held at the offices of Osborne Clarke LLP, One London Wall, London EC2Y 5EB at 10.30 a.m. on 9 March 2020 for the purposes of approving, amongst other things, the Sale and the Class 1 Break Fee.

The Company urges Shareholders to read the Circular once published carefully as it contains important information in relation to the Sale and the Class 1 Break Fee. Any vote in respect of Resolutions should be made only on the basis of the information contained in the Circular.

Subject to the Sale Resolution being duly passed, it is anticipated that the Sale will be completed on or around 27 March 2020. If this expected date changes, the Company will give notice of the changes in an announcement through a regulatory information service.

The Circular and the Notice of General Meeting will shortly be available for inspection on the FCA's National Storage Mechanism (the "NSM") and the NSM's website at www.morningstar.co.uk/uk/nsm. The Circular and the Notice of General Meeting will also shortly be available for viewing on the Company's website at www.talktalkgroup.com.

Contacts:

IMPORTANT NOTICES

General

Certain statements contained in this announcement, constitute or may be deemed to be "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "projects", "aims", "plans", "predicts", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Shareholders should specifically consider the factors identified in this announcement, which could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, the Group and/or the Continuing Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's and/or the Continuing Group's present and future business strategies and the environment in which the Company and/or the Continuing Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Disclosure Guidance and Transparency Rules or the Market Abuse Regulation), the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

All references to time in this announcement are to London time, unless otherwise stated.

Capitalised terms used in the Circular shall have the same meanings in this announcement.