BT Group PLC

AGM Information • Jun 12, 2025

A better BT for all of us

BT Group plc Notice of meeting 2025

Welcome to the BT Group plc Notice of meeting 2025

This document is important and requires your immediate attention.

If you have any doubts about what action you need to take, you should seek advice from an appropriately authorised independent financial adviser. If you've sold or transferred all of your shares in BT Group plc, you should pass this document and any accompanying documents to the person through whom you sold or transferred them, to forward to the purchaser or transferee.

When we say 'BT Group' and 'the group' in this document we mean BT Group plc – made up of our subsidiaries, customerfacing units and internal corporate units. When we say 'FY25' we mean the financial year that ended 31 March 2025, and we use the same approach for any other years.

Contents

Participating in the Annual General Meeting	1
Chairman's letter	2
Board of directors	6
Notice of meeting	10
AGM information	19
Equiniti contact information	28

Look for these throughout this Notice of meeting:

• For more reading in this document
• For more reading online

Participating in the Annual General Meeting (AGM)

Where and when will the AGM be held:

meetings.lumiconnect.com/ 100-630-023-411

and

One Braham, 1 Braham Street, London E1 8EE

at

2:00pm on Thursday 10 July 2025

Arrangements for the AGM

The 2025 AGM will be a combined online and physical meeting (hybrid meeting). It's important to us to provide all shareholders with the opportunity to join and participate in our AGM, wherever they're located and whatever their ability. Therefore, we'll prioritise making the online experience engaging, accessible and inclusive and we strongly encourage shareholders to join the meeting that way.

How to attend the AGM

• Online: see pages 22 to 25
• In person: see page 26

If you plan to attend the AGM in person, please ensure you register your intention to attend in advance:

• (i) via our website bt.com/agm;
• (ii) when you submit your vote online at shareview.co.uk; or
• (iii) by ticking the box on your proxy card when returning it.

How to vote

Your vote is important to us and we encourage all shareholders to vote. You can vote in advance by appointing a proxy online or by completing, signing and returning your proxy card. Our share registrar, Equiniti, must receive your vote by 2:00pm on Tuesday 8 July 2025 at the latest to ensure that your vote is counted.

Details of how to vote: see pages 20 to 21

How to ask questions

Details of how to ask questions: see page 20

Safety and security

We'll ask you to comply with any safety and security measures we put in place and will refuse entry if you do not comply with these.

We believe it's important that those attending the meeting behave with courtesy and respect for others. Therefore behaving in an abusive, derogatory or disruptive manner will not be tolerated at the meeting.

Chairman's letter A year of continued progress

Over the past year we've been focused on transforming at pace to deliver exceptional customer experience and improved shareholder value. We've made significant progress, with a refreshed corporate strategy, key executive appointments, and changes to the structure of the business.

Adam Crozier Chairman

We've set a solid foundation to enable future success, and we're already seeing the early benefits, reflected in our improved share price over the past 12 months.

Allison's first year at the helm

This marks the first full year with Allison in post as Chief Executive. Over the past 12 months, the executive leadership team has been accelerating the transformation of the business so that we're better able to serve our customers, while focusing BT on our core operation: providing leading connectivity in the UK.

Our emphasis on putting customers at the heart of our decision-making has already started to yield positive results, with improved customer satisfaction scores across the business. The same people-led approach internally has also been key to building employee engagement, which has been instrumental in navigating the challenges of the past year. Our leadership is steering us towards a bright future, and I have full confidence in the Executive Committee's vision and execution.

FY25 investment and dividend

BT is currently the largest investor in UK infrastructure of any company listed on the FTSE 100. In the last five years, our cumulative capex investment has been £24.3bn against a backdrop of investment in UK infrastructure slowing or falling behind schedule. The connectivity our next-generation networks provide will play a critical role in strengthening our customer base and long-term financial health, while also underpinning economic growth and wider societal benefits.

We've re-confirmed our financial targets for the coming years, as we move towards our free cashflow targets of £2bn in FY27 and £3bn in FY30. This gives us confidence to maintain a progressive dividend policy, and we raised our dividend for FY25 by 2% to 8.16 pence per share, reflecting our commitment to delivering value to our shareholders, while continuing to invest in the future growth of the company.

Societal benefits

It's our mission to connect for good and make a positive impact on society. This year, we launched our first climate transition plan which outlined our future ambitions:

• aiming to achieve net zero carbon emissions in our operations by 2031 and for the full value chain by March 2041
• transitioning the majority of our vehicles to electric or zero-emission by March 2031
• sending zero waste to landfill by 2030
• reducing our networks' energy consumption annually
• building towards a circular BT Group by 2030 and a circular tech and telco ecosystem by 2040.

As well as benefitting the communities we serve, these efforts enhance our own long-term resilience, ensuring we have the strategy and capacity to navigate the uncertainties of climate change. By setting clear targets and tracking our progress, we're holding ourselves accountable and demonstrating our position as a climate leader. Our work towards these ambitions is already well underway too – as evidenced by BT Group making the UK's largest ever commercial Electric Vehicle fleet order earlier this year.

Chairman's letter continued

In addition to our environmental initiatives, we're also focused on creating wider social value. Our inclusion programmes aim to bridge the digital divide and ensure that everyone can reap the benefits of next-generation networks – from access to education, health and government services, through to connectivity that enables businesses to work more quickly and flexibly, boosting productivity and growth. We're also committed to ensuring these benefits are realised safely and securely, as we all face a growing range of online threats.

Stakeholder relations

Like all organisations, we're navigating an increasingly complex geopolitical and trading environment – making our wider stakeholder relationships more important than ever. Our engagement with the Government and regulatory bodies has been instrumental in shaping policies that support the growth and development of our business and the telecommunications sector.

In the UK, while we were impacted by changes announced in the 2024 Autumn Budget, we have engaged strongly with the UK Government since their election last year. Fundamentally, we share their ambition to drive economic growth for the UK, and our ongoing investments in digital infrastructure will be crucial to achieving this goal.

Our relationship with Ofcom remains a key priority, and we welcomed their Telecoms Access Review update this year, which focuses on providing the long-term certainty and predictability needed for major investors such as BT Group. We also led the industry in switching from 'CPI+' to 'pounds and pence' consumer price increases before regulatory intervention, giving customers greater clarity on their billing after high inflationary pressures in recent years.

Our collaboration with stakeholders extends beyond Government and regulators. We've continued to engage openly with our customers, employees, suppliers, and communities to understand their needs and expectations, building trust and strengthening relationships with the wide range of stakeholders who are critical to our future success.

Board changes

Isabel Hudson stepped down at the conclusion of the 2024 AGM having served nine years on the Board.

We've welcomed three new Independent Non-Executive Directors to the Board during the year. Tushar Morzaria joined on 7 May 2024, Sir Alex Chisholm joined on 16 September 2024 and Rima Qureshi joined on 2 March 2025.

These appointments have added a significant breadth of experience to the Board, allowed us to increase our focus on complementing the existing skills on the Board and ensure continued diversity of expertise and viewpoints.

Directors' election/re-election

The Board believes that each director who is being put forward for election or re-election at this AGM brings considerable knowledge, wide-ranging skills and experience to the Board, makes an effective and valuable contribution and continues to demonstrate commitment to their role.

The Board considers all of the Independent Non-Executive Directors standing for election or re-election to be independent in accordance with the UK Corporate Governance Code 2018. I was independent when appointed as Chairman.

Resolutions

At this year's AGM we're proposing 24 resolutions.

The Board believes that all of the resolutions set out in this Notice of meeting are in the best interests of BT Group and its shareholders as a whole and unanimously recommends that shareholders vote in favour of all of the resolutions being proposed at the AGM. All directors who own ordinary shares intend to vote in favour of all of the resolutions being proposed.

The resolutions being proposed are set out on pages 10 to 17

Shareholders can find an audio version of this document at bt.com/agm together with our Annual Report 2025 and other shareholder information at bt.com/annualreport

Attendance and voting at the AGM

The 2025 AGM will be a combined online and physical meeting (hybrid meeting). To attend the meeting online, shareholders are invited to participate via a live webcast which can be accessed through meetings.lumiconnect.com/100-630-023-411

• Details of how to attend the AGM online: see pages 22 to 25
• Details on how to attend the AGM in person: see page 26

Your vote is important to us and we encourage all shareholders to vote in advance by appointing a proxy, regardless of whether or not they intend to attend the AGM either in person or online. Our share registrar, Equiniti, must receive a shareholder's online or postal proxy appointment and voting instructions by 2:00pm on Tuesday 8 July 2025 at the latest to ensure that shareholder's vote is counted. In addition, we strongly recommend that shareholders appoint the Chair of the AGM to act as their proxy to ensure their votes are counted.

Voting on all resolutions on the day of the AGM will be by way of a poll.

For further details about how shareholders can attend, ask questions and vote at the AGM: see pages 19 to 21

Looking forward

There remains a great deal to be done to truly transform BT Group, but we've made significant progress over the past year. I would like to thank my fellow Board members, our executive leadership team, and most of all our people for their drive and commitment to delivering this.

The foundations we've built position us well for the future. I'm more confident than ever that the changes we're making are bringing clear rewards today and will deliver long-term benefits for our customers, our shareholders, and UK society as a whole.

Adam Crozier

Chairman 28 May 2025

View this document online at bt.com/agm

Board of directors

Directors standing for election or re-election at the 2025 AGM

Adam Crozier Chairman

Appointed Chairman December 2021 and to the Board and as Chairman designate November 2021

Experience

Adam was previously Chairman of ASOS, Stage Entertainment BV and Vue International Cinema Group, and a Non-Executive Director of Sony Corporation. He has over 20 years' experience as a CEO across four different industries, most recently as the CEO of ITV from 2010 to 2017. Prior to ITV, Adam was CEO of Royal Mail from 2003 to 2010. Before that he was CEO of the Football Association from 2000 to 2002 and Joint CEO of Saatchi & Saatchi from 1995 to 2000.

Relevant skills and contribution to the Board

Significant experience in leading public company boards, developing teams and managing stakeholders and brings a strong transformational and operational track record in large-scale executive roles. He has also built a strong track record in turning around troubled organisations and in building and leading successful management teams.

External appointments

Chairman of Whitbread and Kantar Group.

Membership key

C Committee Chair

Executive Committee

Allison Kirkby Chief Executive C C Simon Lowth

Appointed Chief Executive February 2024 and to the Board March 2019

C

Experience

From May 2020 until being appointed Chief Executive of BT Group, Allison was President & CEO of Telia Company, the leading telecoms provider to the Nordic and Baltic regions. Allison was previously President & Group CEO of TDC Group until October 2019, and President & Group CEO of Tele2 AB from 2015 to 2018, having been Tele2 AB's Group CFO from 2014. She was chair of the Audit Committee and a Non-Executive Director of Greggs until May 2019 and a Non-Executive Director and member of the Audit Committee of Brookfield Asset Management until March 2025. She has also held financial and operational roles within 21st Century Fox, Virgin Media, Procter & Gamble and Guinness.

Relevant skills and contribution to the Board

Valuable and recent experience in the international telecoms and media sector, combined with significant experience in driving business transformation, improving performance, customer service and shareholder value.

External appointments

Member of the GSMA Board, adviser to the UK Government's Board of Trade and a senior advisor to Brookfield Asset Management.

• National Security and Investigatory Powers Committee
• Nominations Committee

Chief Financial Officer

Appointed Chief Financial Officer and to the Board July 2016

Experience

Simon was CFO of BG Group before its takeover by Royal Dutch Shell in February 2016. Before that, he was CFO of AstraZeneca from 2007 to 2013. He was an Executive Director of ScottishPower from 2003 to 2007, having been appointed as the Finance Director in 2005. Before 2003, Simon was a director of McKinsey & Company.

Relevant skills and contribution to the Board

A strong background in finance, accounting, risk, corporate strategy and mergers and acquisitions. Simon has experience and a track record of implementing cost transformation and performance improvement programmes.

External appointments

Non-Executive Director and member of the Audit and Nomination & Governance Committees of Smith & Nephew.

Dame Ruth Cairnie Senior Independent Non-Executive Director

Appointed to the Board April 2023

Experience

Ruth has a wealth of experience gained from a 37-year international career at Royal Dutch Shell holding senior functional and line roles, including having responsibility for group strategy and planning. She was a Non-Executive Director of Associated British Foods from 2014 to 2023 and Senior Independent Director and Remuneration Committee Chair from 2018. She was a Non-Executive Director of Rolls-Royce from 2014 to 2019 and Remuneration Committee Chair from 2016, a Non-Executive Director of ContourGlobal from 2018 to 2019 and Non-Executive Director and Remuneration Committee Chair at Keller Group from 2010 to 2017.

Relevant skills and contribution to the Board

Ruth has extensive experience gained from a broad range of executive and non-executive roles at leading industrial companies, both in the UK and internationally. She also has experience advising government departments on strategic development and capability building.

External appointments

Chair of Babcock International Group and Director of the Confederation of British Industry and Serendipity Capital Holdings Limited. She is also a trustee of the White Ensign Association.

Maggie Chan Jones Independent Non-Executive Director and Designated Non-Executive Director for Workforce Engagement

Appointed to the Board March 2023

Experience

C

Maggie has over 20 years of experience at some of the world's largest technology companies including Microsoft and SAP, where she was SAP's first female Chief Marketing Officer. Named one of the "Most Influential CMOs" in the world by Forbes, she later founded and led Tenshey as Chief Executive from 2017 to 2024, advancing women and underrepresented talent into leadership roles.

Relevant skills and contribution to the Board

Deep international marketing and brand experience. Maggie is a recognised executive in business transformation, ESG and as an industry thought-leader in the marketing and technology sector.

External appointments

Non-Executive Director of Sage Group and the United States Tennis Association (non-profit). She is also a Non-Executive advisor to Ontinue AG.

Sir Alex Chisholm Independent Non-Executive Director and Designated Non-Executive Director for Ofcom Engagement

Appointed to the Board September 2024

Experience

Alex has a wealth of regulatory, government and business expertise gained over 30 years. From 2020 to 2024, Alex was Chief Operating Officer for the UK Civil Service and Permanent Secretary in the Cabinet Office. Prior to this, he was Permanent Secretary of the Department for Business, Energy and Industrial Strategy (BEIS), Chief Executive of the Competition and Markets Authority and Chairperson of the Commission for Communications Regulation (Ireland). In the earlier part of his career, he held a number of other non-government roles in the media, technology, ecommerce and retail sectors.

Relevant skills and contribution to the Board

Extensive operational, regulatory and industry experience gained over 30 years.

External appointments

Non-Executive Chair of EDF Energy and a senior advisor to Boston Consulting Group.

Board of directors continued

Steven Guggenheimer Independent Non-Executive Director

Appointed to the Board October 2022

Experience

Steven has more than 30 years of experience as a leader in the technology industry including a 27-year career at Microsoft. At Microsoft, Steven held a variety of senior roles spending more than half of his tenure as a Corporate Vice President leading the OEM, Developer/ISV, and AI Solutions organisations. Prior to joining Microsoft, Steven worked at Spectra-Physics Lasers.

Relevant skills and contribution to the Board

Accomplished technology executive with a strong track record of advising businesses on digital transformation and extensive insight into technologies ranging from AI to cloud computing.

External appointments

Non-Executive Director of HSBC Holdings, Forrit and Leupold & Stevens. He is also an advisor to Tensility Venture Partners.

Matthew Key Independent Non-Executive Director C

Appointed to the Board October 2018

Experience

Matthew held various positions at Telefónica from 2007 to 2014 including as Chairman and CEO of Telefónica Europe and Chairman and CEO of Telefónica Digital. From 2002 to 2004 he was the CFO, Strategy and Regulation Director of O2 UK before becoming CEO in 2004. Matthew previously served as Finance Director at Vodafone UK and Chairman of Tesco Mobile. He has previously held positions at companies including Kingfisher, Coca-Cola and Schweppes Beverages, Grand Metropolitan and Dallaglio RugbyWorks. He was also a Non-Executive Director and Chair of the Audit Committee of Burberry from 2013 to 2023.

Relevant skills and contribution to the Board

Strong strategic skills and a wealth of experience in finance and the telecoms sector. Matthew is also a director of the joint venture between BT Group and Warner Bros. Discovery.

External appointments None.

Raphael Kübler Non-Independent, Non-Executive Director

Appointed to the Board January 2024

Experience

Raphael is the Chief Operating Officer of Deutsche Telekom AG. Prior to this he held the position of Senior Vice President Controlling at Deutsche Telekom AG and Chief Finance Officer of T-Mobile Deutschland GmbH. Raphael has also been a director of T-Mobile USA, since April 2013 and served on other boards of listed companies, including Ströer SE & Co. KGaA, Hellenic Telecommunications Organisation and SES Global S.A.

Relevant skills and contribution to the Board

Extensive experience in the telecommunications industry, including strategic transformation projects and mergers and acquisitions.

External appointments

Director of T-Mobile USA, Inc.

Membership key

C Committee Chair

Audit & Risk Committee Executive Committee

National Security and Investigatory Powers Committee Nominations Committee

Remuneration Committee Responsible Business Committee

C

Tushar Morzaria Independent Non-Executive Director

Appointed to the Board May 2024

Experience

Tushar is a chartered accountant with over 25 years of strategic financial management experience. He is currently a Non-Executive Director and Chair of the Audit Committee of BP and Legal & General Group. From 2013 to 2022, Tushar was Group Finance Director of Barclays. Prior to this, he held various senior finance roles at JP Morgan Chase & Co, including Chief Financial Officer of its Corporate & Investment Bank.

Relevant skills and contribution to the Board

A wealth of strategic financial management experience gained over 25 years. During this time, Tushar has overseen transformation programmes and strengthened risk and control frameworks.

External appointments

Non-Executive Director and Chair of the Audit Committee of BP and Legal & General Group.

Rima Qureshi Independent Non-Executive Director

Appointed to the Board March 2025

Experience

Rima has a wealth of operational, strategic and telecommunications industry experience. She is currently Non-Executive Director of MasterCard and Loblaw Companies Limited. From 2017 to 2024, Rima was Chief Strategy Officer & Executive Vice President of Verizon Communications. Prior to that she gained extensive experience at Ericsson, with a career spanning over 20 years, including in the latter years as President & Chief Executive of Ericsson North America. Rima was also previously Deputy Chair of GSMA between 2020 and 2022 and board member between 2017 and 2024, a Non-Executive Director of Great West Life and Wolters Kluwer, a Non-Executive Director of the Verizon Foundation between 2017 and 2024, and a Member of the Faculty Advisory Board at McGill University between 2018 and 2024.

Relevant skills and contribution to the Board

Extensive operational, strategic and telecommunications industry expertise gained over 30 years.

External appointments

Non-Executive Director of MasterCard and Loblaw Companies Limited.

Sara Weller Independent Non-Executive Director

Appointed to the Board July 2020

Experience

Sara's previous roles include Managing Director of Argos and Deputy Managing Director of J. Sainsbury's, serving on its board between 2002 and 2004. Sara was a Non-Executive Director of Virgin Money UK and Clydesdale Bank (a subsidiary of the Virgin Money Group) until October 2024, Lloyds Banking Group until May 2021 and United Utilities Group until July 2020. She was also the lead Non-Executive at the Department for Work and Pensions 2017 to 2020, Lead Non-Executive at the Department of Communities and Local Government 2010 to 2015 and on the Council of Cambridge University from January 2015 to December 2019. Sara is the co-founder of ActionAble, a cross-sector movement driving towards increased disability inclusion in workplaces across the UK.

Relevant skills and contribution to the Board

A broad market perspective coming from a background in retail, banking, utilities and consumer goods, as well as strong executive and nonexecutive board experience in regulated sector plcs and central Government and charitable organisations.

External appointments

Chair of The Money and Pensions Service.

The 2025 Annual General Meeting (AGM) of BT Group plc will be held at One Braham, 1 Braham Street, London E1 8EE at 2:00pm on Thursday 10 July 2025 to consider the following:

Ordinary business

Resolutions 1 to 19 will be proposed as ordinary resolutions.

Resolution 1: Annual Report and Accounts

That the accounts and reports of the directors and the auditor for the year ended 31 March 2025 be received.

By law, the directors have to present the accounts and reports contained in the BT Group plc Annual Report for the year ended 31 March 2025 (Annual Report 2025) to the AGM.

Resolution 2: Report on Directors' Remuneration

That the Report on Directors' Remuneration as set out on pages 98 to 122 of the Annual Report 2025 be received and approved.

This vote is advisory and directors' entitlements to remuneration are not conditional on this resolution being passed.

Resolution 3: Directors' Remuneration Policy

That the Directors' Remuneration Policy as set out on pages 102 to 111 of the Annual Report 2025 be received and approved.

This resolution seeks approval, on a binding basis, of the Directors' Remuneration Policy. If this resolution is approved, the Directors' Remuneration Policy will remain in effect (unless further amended by shareholder vote) for three years commencing on the date of the 2025 AGM. Once the Directors' Remuneration Policy is approved, BT Group plc will not be able to make a remuneration payment to a current or prospective director, or a payment for loss of office to a current or past director, unless that payment is consistent with the Directors' Remuneration Policy or has otherwise been approved by a resolution of the shareholders.

Resolution 4: Final dividend

That the final dividend of 5.76 pence per share recommended by the directors to be payable on 10 September 2025 to holders of ordinary shares registered at the close of business on 8 August 2025 be declared.

An interim dividend of 2.40 pence per share was paid on 5 February 2025, bringing the full year dividend to 8.16 pence per share.

The final dividend declared cannot exceed the amount recommended by the directors.

Resolutions 5 to 16: Directors' election/ re-election

In accordance with the UK Corporate Governance Code 2018, all directors will stand for election or re-election.

Biographies of the directors standing for election or re-election are set out on pages 6 to 9 of this Notice of meeting.

Resolution 5

That Adam Crozier be re-elected as a director.

Resolution 6 That Allison Kirkby be re-elected as a director.

Resolution 7 That Simon Lowth be re-elected as a director.

Resolution 8 That Dame Ruth Cairnie be re-elected as a director.

Resolution 9 That Maggie Chan Jones be re-elected as a director.

Resolution 10 That Steven Guggenheimer be re-elected as a director.

Resolution 11 That Matthew Key be re-elected as a director.

Resolution 12 That Raphael Kübler be re-elected as a director.

Resolution 13 That Tushar Morzaria be re-elected as a director.

Resolution 14 That Sara Weller be re-elected as a director.

Resolution 15 That Sir Alex Chisholm be elected as a director.

Resolution 16 That Rima Qureshi be elected as a director.

Notice of meeting continued

Resolution 17: Auditor's reappointment

That KPMG LLP be reappointed as the auditor of BT Group plc, to hold office until the conclusion of the next general meeting at which accounts are laid before BT Group plc.

At each general meeting at which BT Group plc's accounts are presented, BT Group plc is required to appoint an auditor to serve until the next general meeting at which accounts are presented.

The Audit & Risk Committee has recommended the reappointment of KPMG LLP as the auditor.

Resolution 18: Auditor's remuneration

That the Audit & Risk Committee be authorised to decide the auditor's remuneration.

This resolution follows standard practice.

Special business

The following resolution will be proposed as an ordinary resolution.

Resolution 19: Authority to allot shares

That:

• (a) the directors be and are hereby generally and unconditionally authorised pursuant to, and in accordance with, section 551 of the Companies Act 2006 (2006 Act) to exercise all powers of BT Group plc to allot shares in BT Group plc and to grant rights to subscribe for, or to convert any security into, shares in BT Group plc:
  • (i) up to an aggregate nominal amount of £165,947,288; and
  • (ii) comprising equity securities, as defined in section 560 of the 2006 Act, up to an aggregate nominal amount of £331,894,575 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue to:
• a. holders of ordinary shares in BT Group plc in proportion, as nearly as may be practicable, to their existing holdings; and
• b. holders of other equity securities as required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever. This authority shall hereby take effect from the date of the passing of this resolution until the conclusion of the BT Group plc AGM in 2026, or the close of business on 28 September 2026, whichever is the earlier, provided that, in each case, we may, before this authority expires, make offers and enter into agreements which would, or might, require shares in BT Group plc to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the directors may allot shares in BT Group plc or grant rights under any such offer or agreement as if this authority had not expired;

• (b) subject to paragraph (c) below, all existing authorities given to the directors pursuant to section 551 of the 2006 Act by way of the ordinary resolution of BT Group plc passed on 11 July 2024 be revoked by this resolution; and
• (c) paragraph (b) above shall be without prejudice to the continuing authority of the directors to allot shares or grant rights to subscribe for, or convert any security into, shares pursuant to an offer or agreement made by BT Group plc before the expiry of the authority pursuant to which such offer or agreement was made.

The Investment Association's (IA) guidelines state that IA members will permit, and treat as routine, (i) a request for authorisation to allot up to one-third of the current total issued share capital of a company (excluding treasury shares), together with the number of shares required to be allotted in respect of share incentive schemes; and (ii) a request for authorisation to allot up to a further one-third of a company's current total issued share capital (excluding treasury shares), provided that such additional allotment is only applied to fully pre-emptive rights issues. The Board considers it appropriate that BT Group plc should follow these guidelines. Accordingly, under Resolution 19(a)(i), the directors are seeking authority to allot shares and grant rights to subscribe for, or convert securities into, shares up to an aggregate nominal amount of £165,947,288 pursuant to section 551 of the 2006 Act, which is equivalent to approximately one-third of the total issued share capital of BT Group plc (excluding treasury shares) as at 27 May 2025, the latest practicable date prior to publication of this Notice of meeting (Latest Practicable Date). Under Resolution 19(a)(ii), the directors are seeking authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to a further aggregate nominal amount of £165,947,288 which is equivalent to approximately one-third of the total issued share capital of BT Group plc (excluding treasury shares) as at the Latest Practicable Date. Therefore, the total authorisation sought by Resolution 19 is equal to approximately two-thirds of the total issued share capital of BT Group plc (excluding treasury shares) as at the Latest Practicable Date.

The directors have no present intention of exercising this authority other than in connection with BT Group plc's employee share plans, but they consider it desirable to have the maximum flexibility permitted by corporate governance guidelines. If such authority is exercised, the directors intend to follow best practice with respect to its use as recommended by the IA. This authority will expire at the conclusion of the BT Group plc AGM in 2026 or at the close of business on 28 September 2026, whichever is the earlier.

The following four resolutions will be proposed as special resolutions.

Resolution 20: Disapplication of pre-emption rights

That, subject to the passing of Resolution 19, and in place of the power given to them pursuant to the special resolution of BT Group plc passed on 11 July 2024, the Board be authorised to allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 19 and/or to sell ordinary shares held by BT Group plc as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

• (a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 19(a)(ii), by way of a rights issue only) to or in favour of:
  • (i) holders of ordinary shares in BT Group plc in proportion, as nearly as may be practicable, to their existing holdings; and
  • (ii) holders of other equity securities, as required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever;

(b) to the allotment of equity securities and/ or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £49,784,186, and

Notice of meeting continued

(c) to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraphs (a) or (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of BT Group plc determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of the BT Group plc AGM in 2026 or at the close of business on 28 September 2026, whichever is the earlier, but, in each case, prior to its expiry BT Group plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

This resolution will give the directors authority to allot ordinary shares in the capital of BT Group plc pursuant to the authority granted under Resolution 19 for cash without complying with the pre-emption rights in the 2006 Act in certain circumstances. This disapplication authority is in line with institutional shareholder guidance, and in particular with the most recently published Statement of Principles issued by the Pre-Emption Group. The Statement of Principles allows the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to 10% of a company's issued share capital for use on an unrestricted basis (which is reflected in this resolution); and (ii) an additional authority up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the 12-month period preceding

announcement of the issue, as reflected in Resolution 21. In both cases, an additional authority of up to 2% may be sought for the purposes of making a follow-on offer.

Resolution 21: Further disapplication of pre-emption rights

That subject to the passing of Resolution 19, the Board be authorised, in addition to any authority granted under Resolution 20, to allot equity securities (as defined in the 2006 Act) for cash under the authority granted by Resolution 20 and/or sell ordinary shares held by BT Group plc as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

• (a) limited to the allotment of equity securities and/or sale of treasury shares up to a nominal amount of £49,784,186 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
• (b) limited to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of BT Group plc determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of the BT Group plc AGM in 2026 or at the close of business on 28 September 2026, whichever is the earlier, but, in each case, prior to its expiry BT Group plc may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

The directors have no present intention of exercising the authority under Resolutions 20 and 21 but consider it desirable to have maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a preemption offer to existing shareholders. This cannot be done under the 2006 Act unless the shareholders have first waived their pre-emption rights. Resolutions 20 and 21 ask shareholders to grant this limited waiver.

In addition to the authority to disapply preemption rights in Resolution 20, this resolution would give the Board authority to allot equity securities and/or sell treasury shares up to a maximum nominal value of £49,784,186, representing approximately a further 10% of BT Group plc's issued share capital as at the Latest Practicable Date, without first offering them to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Principles described in Resolution 20.

In addition, Resolution 21(b) would permit the Board to allot, by way of a follow-on offer, equity securities for cash and/or sell treasury shares up to an aggregate maximum nominal amount of 20% of any allotment of equity securities and/or sale of treasury shares allotted pursuant to Resolution 21(a). The proceeds of any follow-on offer under this authority can only be used for the purposes of financing or refinancing a transaction.

This disapplication authority is in line with institutional shareholder guidance, and in particular with the most recently published Statement of Principles issued by the Pre-Emption Group, as described in Resolution 20.

The Board considers that it is in the best interests of BT Group plc and its shareholders generally that the maximum authority is sought as permitted by the Statement of Principles, and have the flexibility conferred by Resolutions 20 and 21 (which also relates to the disapplication of pre-emption rights) to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions, and to finance business opportunities quickly and efficiently as they arise.

The directors confirm that they intend to follow the shareholder protection contained in Part 2B of the Pre-Emption Principles in connection with any non pre-emptive offering.

If granted, this authority would remain in force until the conclusion of the BT Group plc AGM in 2026 or at the close of business on 28 September 2026, whichever is the earlier.

Resolution 22: Authority to purchase own shares

That BT Group plc has general and unconditional authority to make market purchases (as defined in section 693(4) of the 2006 Act) of shares of 5p each in BT Group plc, subject to the following conditions:

• (a) the maximum number of shares which may be purchased is 995,683,726 shares;
• (b) the minimum price (excluding expenses) which may be paid for each share is 5p;
• (c) the maximum price (excluding expenses) which BT Group plc may pay for each share cannot be more than the higher of:
  • (i) 105% of the average market value of a share in BT Group plc for the five business days prior to the day the purchase is made; and
  • (ii) the value of a share in BT Group plc calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, in each instance any number of shares in BT Group plc on the trading venues where the purchase is carried out; and
• (d) this authority expires at the conclusion of the BT Group plc AGM in 2026 or at the close of business on 28 September 2026, whichever is the earlier, except in relation to the purchase of shares, the contract for which was concluded before the expiry of this authority and which might be executed wholly or partly after that expiry.

This resolution renews BT Group plc's general authority to buy its own shares on similar terms to previous years' authorities. It is limited to 995,683,726 ordinary shares, representing 10% of the total issued share capital (excluding treasury shares) at the Latest Practicable Date. The directors would exercise this authority only after considering the effects on earnings per share and the benefits for shareholders generally. The purchase of shares by BT Group plc under this authority would be a purchase in the market.

Use of this authority should not be confused with any share dealing facilities that may be offered to shareholders by BT Group plc.

Shares purchased by BT Group plc out of distributable profits could be held as treasury shares, which could then be cancelled, sold for cash or used to meet BT Group plc's obligations under its employee share plans.

During FY25, no shares were purchased under this authority.

As at the Latest Practicable Date, 5,008,589 treasury shares had been transferred to meet BT Group plc's obligations under its employee share plans and at that date, BT Group plc held 11,290,418 treasury shares, which is equal to 0.11% of the total issued share capital (excluding treasury shares).

BT Group plc's current intention is to hold any shares purchased under this authority as treasury shares but it retains the flexibility to cancel them or sell them for cash if it considers this to be in the best interests of BT Group plc. The authority will expire on the conclusion of the BT Group plc AGM in 2026 although the directors intend to seek renewal of this power at each AGM.

As at the Latest Practicable Date, there were options outstanding over 116,295,370 shares (all of which were in respect of options granted under the savings-related share option plans), representing 1.17% of the total issued share capital (excluding treasury shares). If the authority given by this resolution were to be fully used, these options would represent 1.30% of the total issued share capital (excluding treasury shares). There are no warrants outstanding.

Resolution 23: Authority to call a general meeting on 14 days' notice That BT Group plc may call a general meeting (but not an AGM) on at least 14 clear days' notice.

The 2006 Act requires that general meetings are held on 21 days' notice unless shareholders have approved a shorter notice period. This resolution means we would give you 14 clear days' or more notice of a general meeting. It will be effective until BT Group plc's AGM in 2026, when we may propose a similar resolution. We expect that the authority would be used only in exceptional circumstances.

Resolution 24 will be proposed as an ordinary resolution.

Resolution 24: Authority for political donations

That during the period beginning with the date of the 2025 AGM and ending at the end of the day on which the BT Group plc AGM in 2026 is held, BT Group plc, and any company which is a subsidiary of BT Group plc at any time during such period, be authorised to make political donations to political:

• (a) parties and/or independent election candidates not exceeding £75,000 in total; and
• (b) organisations other than political parties not exceeding £25,000 in total.

The terms 'political donation', 'political parties', 'independent election candidates' and 'political organisation' have the meanings given by sections 363 to 365 of the 2006 Act.

Our policy is that no company in the group will make contributions in cash or in kind to any political party, whether by gift or loan. However, the definition of political donations used in the 2006 Act is significantly broader than the sense in which these words are ordinarily used. The 2006 Act's remit could cover making members of Parliament and others in the political world aware of key industry issues and matters affecting BT Group plc, and enhancing their understanding of the group.

The authority for political donations requested at the AGM is not intended to change this policy. It will, however, ensure that the group continues to act within the provisions of the 2006 Act, requiring companies to obtain shareholder authority before they make donations to political parties and/or political organisations as defined in the 2006 Act. During FY25, BT Group plc's wholly owned subsidiary, British Telecommunications plc, paid the costs of attending events at (i) the Labour Party Conference and (ii) the Liberal Democrats Party Conference and Business Day. These costs totalled £8,674 (FY24: £9,343). No company in the BT Group made any loans to any political party.

Important notes

The following notes explain your general rights as a shareholder and your right to vote at the 2025 AGM or to appoint someone else to vote on your behalf.

Register of Members and proxies

Only shareholders on the BT Group plc Register of Members at 6:30pm on 8 July 2025 are entitled to attend, speak and vote, whether in person or online, at the AGM, or, if the meeting is adjourned, 6:30pm two working days prior to the time fixed for the adjourned meeting. Changes after that time will not be taken into account.

By law, you can appoint (i) another person as your proxy to exercise all or any of your rights to attend, speak and vote at the AGM; and (ii) more than one proxy in relation to the AGM, provided you appoint each proxy to exercise the rights attached to a different share or shares held by you. A proxy also does not need to be a BT Group plc shareholder. We strongly encourage you to appoint the Chair of the AGM, as opposed to any other person, to act as your proxy to ensure your vote is counted (if, for instance, you or that other person are not able to attend the AGM in person or online).

On a poll, the number of shares you hold as a shareholder at 6:30pm on 8 July 2025 will decide the number of votes that you may cast.

Notice of meeting continued

Nominated persons

Unless you are a shareholder, you do not have a right to appoint any proxies under the procedures set out above, or referred to under the heading 'AGM information' on page 19.

Any persons whose ordinary shares are held on their behalf by another person and who have been nominated to receive communications from BT Group plc in accordance with section 146 of the 2006 Act (Nominated Persons) may have a right under an agreement with the shareholder of BT Group plc (Relevant Shareholder) to be appointed, or to have someone else appointed, as a proxy for the meeting; or (if he or she has no such right or does not wish to exercise it) to give instructions to the Relevant Shareholder on the exercise of voting rights. The statement of members' rights to appoint proxies does not apply to Nominated Persons. The rights described to appoint proxies can only be exercised by the registered shareholder.

If you are uncertain about your rights or about your investment you should contact the person or organisation that administers that investment.

Shareholders' rights

Under section 319A of the 2006 Act, shareholders attending the AGM, whether in person or online, have the right to ask questions relating to its business. BT Group plc must answer any such question relating to the business being dealt with at the AGM but no such answer need be given if (i) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of BT Group plc, or the good order of the AGM, that the question be answered.

If enough shareholders act together to make requests under sections 527 and 528 of the 2006 Act, BT Group plc may have to publish on its website a statement setting out any matter relating to the audit of its accounts or any circumstance connected with its auditor ceasing to hold office.

BT Group plc cannot make shareholders who make a request pay its expenses in complying with these sections. It has to forward the statement to its auditor before it publishes the statement. The business which may be dealt with at the AGM includes any such statement.

Shareholders meeting the threshold and time limit set out in sections 338 and 338A of the 2006 Act can make BT Group plc give its members notice of a resolution and/or include in the business to be dealt with at the AGM any matter which may be properly included in that business.

Shares

The total number of issued and fully paid ordinary shares of 5p each at the Latest Practicable Date was 9,968,127,681.

The total number of voting rights in BT Group plc at the Latest Practicable Date was 9,956,837,263.

Documents

Copies of the directors' service agreements and letters of appointment are available for inspection during business hours at our registered office on any weekday (but not on public holidays in England and Wales).

Documents will also be available for inspection at the AGM venue from 1:00pm on the day of the meeting until the end of the meeting.

Recommendation

The Board believes that all of the resolutions set out in this Notice of meeting are in the best interests of BT Group plc and its shareholders as a whole and unanimously recommends that shareholders vote in favour of all of the resolutions to be proposed at the AGM. All directors who own ordinary shares intend to vote in favour of the resolutions to be proposed at the AGM.

By order of the Board

Adam Crozier

Chairman

1 Braham Street London E1 8EE 28 May 2025

AGM information

Time and place of meeting:

2:00pm on Thursday 10 July 2025

at

meetings.lumiconnect.com/ 100-630-023-411

and

One Braham, 1 Braham Street, London E1 8EE

Programme

1:00pm

Doors open to shareholders attending in person and the Lumi website opens for shareholders attending online. Questions can be submitted via the Lumi website or at any of the Question Registration Points at the venue

2:00pm

Meeting begins

Online voting will open when the Chair of the AGM declares the poll open

4:00pm approx

Meeting ends

What is the format of the AGM?

The AGM will be a hybrid meeting meaning you can attend either online or in person, as permitted by BT Group plc's Articles of Association.

Who may attend?

All joint shareholders can attend and speak at the meeting whether online or in person. If more than one joint holder votes, only the vote of the first shareholder listed on the Register of Members will be counted.

Should you wish to attend the AGM, you can do this:

• online: by logging on to meetings.lumiconnect.com/ 100-630-023-411 details of how to attend the meeting online are set out in the 'User guide to joining the 2025 AGM online' on pages 22 to 25.
• in person: please register your intention to attend:
  • (i) via our website bt.com/agm;
  • (ii) when you submit your vote online at shareview.co.uk; or
  • (iii) by ticking the box on the proxy card when returning it.

You are reminded that your personal data will be processed for the purposes of the AGM in line with our privacy notice at bt.com/shareholder-privacy

AGM information continued

How can I ask a question?

We recognise the importance of shareholders being able to ask questions. You can submit a question relating to the business of the AGM in the following ways:

• in advance of the AGM by completing the form on our website bt.com/agm and including your Shareholder Reference Number (SRN) (as provided on your proxy card and your AGM notification letter). Any question submitted via the website must be submitted by 2:00pm on 8 July 2025
• online via meetings.lumiconnect.com/ 100-630-023-411 - details of how to ask a question online on the day are set out in the 'User guide to joining the 2025 AGM online' on pages 22 to 25
• by submitting a question at any of the Question Registration Points at the venue.

We strongly encourage you to submit your question in advance as we intend to answer questions in the order in which they are submitted to us by shareholders.

Questions submitted via

meetings.lumiconnect.com/100-630-023-411 will be moderated before being sent to the Chair of the AGM. This is to avoid repetition and to ensure an orderly meeting.

The Chair of the AGM cannot deal with individual customer service issues. If you have a question relating to an individual customer service issue, to ensure a timely response and resolution please submit these by email to agm@bt.com

How can I vote at the AGM?

If you are on the BT Group plc Register of Members at 6:30pm on 8 July 2025, you are entitled to attend, speak and vote at the AGM whether online or in person. The number of shares you hold at this time will decide how many votes you or your proxy/ies will have on a poll. Changes after that time will not be taken into account. Voting on all matters will be on a poll.

You can submit your vote online at shareview.co.uk

If you have not yet registered for a Shareview Portfolio, you will need to register at shareview.co.uk

You will need your SRN as shown on your proxy card or AGM notification letter. To vote by post, please complete, sign and return your proxy card to our share registrar, Equiniti.

Contact information can be found on page 28

Equiniti must receive your online or postal proxy appointment and voting instructions by 2:00pm on Tuesday 8 July 2025 at the latest to ensure they are counted. If you return your proxy card to Equiniti, please ensure that you keep a record of your SRN prior to posting. You will need your SRN if you intend to attend the meeting online.

You can find more information about appointing a proxy in the notes section on your proxy card. Whether or not you intend to attend the meeting online or in person, we strongly recommend you appoint the Chair of the AGM, as opposed to any other person, to act as your proxy to ensure your vote is counted (if, for instance, you or that other person are not able to attend the meeting online or in person). If the Chair of the AGM is appointed as your proxy, he or she will vote in accordance with any instructions given to him or her; if he or she is given discretion as to how to vote, the Chair of the AGM will vote in line with the Board's recommendation on all of the resolutions being proposed at the AGM.

Neither the completion and return of a proxy card in hard copy, nor voting online, in advance of the AGM will prevent you from attending, speaking and voting at the AGM online or in person if you wish.

If you are attending the meeting in person, please bring your poll card to vote. You will be provided with details at the meeting of how to submit your vote in person should you wish to do so.

If you are attending the meeting online, you can submit your vote via meetings.lumiconnect.com/100-630-023-411

Details of how to submit votes online are set out in the 'User guide to joining the 2025 AGM online' on pages 22 to 25

How will I know if any changes have been made to the current AGM arrangements?

You're encouraged to monitor our website bt.com/agm for any changes to the information in this Notice of meeting in relation to the current arrangements for the AGM. Where appropriate, we may also notify shareholders by way of a stock exchange announcement.

How can I find out the results of the voting at the AGM?

The voting results will be announced by way of a stock exchange announcement and published on the website as soon as reasonably practicable following the conclusion of the AGM.

Will there be any catering at the meeting?

We will be providing limited catering.

What facilities do you have for shareholders with disabilities?

For those attending online, sign language interpretation will be available and the meeting will be simultaneously transcribed online.

The venue is wheelchair accessible and has the following facilities:

• sound amplification
• induction loop
• sign language interpretation.

If I attend the AGM in person, what do I need to bring with me?

Please bring your poll card, proxy card (if you have retained this), email notification or AGM notification letter with you to help with identification. You may also find it helpful to bring this Notice of meeting with you to refer to during the meeting.

We ask anyone attending in person to bring as few personal belongings as possible, see 'Safety and security' overleaf for details of security procedures that will apply to any bags and other belongings brought into the AGM venue.

AGM information continued

Safety and security

We will ask you to comply with any safety and security measures we put in place and will refuse entry if you do not comply with these.

For security reasons and to speed up admission, please do not bring suitcases, large bags, cameras, laptops or recording devices to the meeting. If you do, we may ask you to leave them in a designated area at your own risk for collection after the meeting.

No-one attending the meeting may bring leaflets, banners, whistles or other items which may be used for disruptive purposes into the venue.

We believe it is important that those attending the meeting behave with courtesy and respect for others. Behaving in an abusive, derogatory or disruptive manner will not be tolerated at the meeting.

Mobile devices, filming and recording

If you attend the meeting in person, please ensure you switch off all mobile devices during the meeting. We will allow tablet devices. Taking photos, filming or recording the meeting is prohibited and you will be asked to leave if you are identified as doing so.

Together with this Notice of meeting, you can find the Annual Report 2025, which contains other information required by section 311A of the 2006 Act, on our website at bt.com/annualreport

User guide to joining the 2025 AGM online via the Lumi website

Online meeting

For the 2025 AGM, BT Group will once again be enabling shareholders to attend and participate in the meeting online. This can be done by accessing the AGM online via meetings. lumiconnect.com/100-630-023-411

How do I access the AGM online?

The AGM can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM, please go to meetings.lumiconnect.com/100- 630-023-411 on the day of the meeting from 1:00pm.

What internet requirements do I need to join?

An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and to watch and listen to the broadcast. It's your responsibility to ensure you remain connected for the duration of the meeting.

How do I log in?

On accessing the AGM online, you will be prompted to enter your SRN and PIN which is the first two and last two digits of your SRN. These can be found printed on your proxy card. Online access will be available on the day of the meeting from 1:00pm; however, please note that your ability to vote will not be enabled until the Chair of the AGM formally declares the poll open.

How will I be able to watch the AGM?

The AGM will be broadcast in a live format. Once logged in, and at the commencement of the meeting, you will be able to watch and listen to the proceedings of the meeting.

How can I ask a question?

Shareholders attending online may ask questions by typing and submitting their question in writing by selecting the messaging icon from within the navigation bar. To submit a question, click the send button to the right of the text box. A copy of your messages, and any subsequent replies can be found within the 'My messages' folder within the messaging tab.

How can I vote?

Once the Chair of the AGM has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions on the Chair of the AGM's instruction. This means shareholders may, at any time while the poll is open, vote online on any or all of the resolutions put forward in this Notice of meeting.

Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, 'FOR', 'AGAINST' or 'WITHHELD'. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice; if you wish to cancel your vote, select the 'Cancel' button. You will be able to do this at any time whilst the poll remains open and before the Chair of the AGM announces its closure at the end of the meeting.

How can I join if I am a duly appointed proxy and corporate representative?

Once a valid appointment has been received and verified please contact our share registrar, Equiniti, before 5:30pm on 9 July 2025 by emailing hybrid.help@equiniti.com or by calling +44 (0)808 100 4141 (please use the country code when calling from outside the UK), to obtain your SRN and PIN. Lines are open 8:30am to 5:30pm Monday to Friday (excluding public holidays in England and Wales).

This will allow you to join in the same way as a shareholder.

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Navigate to

meetings.lumiconnect.com/ 100-630-023-411

Access to the website will be available from 1:00pm on Thursday 10 July 2025.

You will be prompted to enter your SRN and PIN (first two and last two digits of your SRN).

2

When successfully authenticated, you will be taken to the Home Screen.

To view the meeting presentation, expand the 'Broadcast Panel', located at the bottom of your device. If viewing through a browser, it will appear automatically.

This can be minimised by pressing the same button

When the Chair of the AGM declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

For – Vote received

3

If you would like to ask a question, select the messaging icon

Type your message within the chat box at the top of the messaging screen.

Click the 'Send' button to submit.

You can keep track of your messages and any replies via the 'My messages' folder, located within the messaging tab.

4

To view the Annual Report and Notice of meeting 2025, click on the 'Documents' tab.

To change your mind, simply press the correct choice to override your previous selection. To cancel your vote, press 'Cancel'.

To return to the voting screen whilst the poll is open, select the voting icon

AGM information continued

Time and place of meeting

2:00pm on Thursday 10 July 2025 (doors open to shareholders at 1.00pm)

at

One Braham, 1 Braham Street, London E1 8EE

and

meetings.lumiconnect.com/ 100-630-023-411

How to get to the venue

A map of the area and directions are set out below should you wish to attend in person.

By tube and rail Nearest tube station: Aldgate East (0.1 miles)

Travel directly to Aldgate East by the District or Hammersmith & City lines. Alternatively, Aldgate (0.2 miles), Tower Gateway (0.3 miles) and Tower Hill (0.5 miles) stations are all located nearby.

Transport for London information line: 0343 222 1234

Nearest railway station: Fenchurch Street (0.4 miles) and Liverpool Street (0.6 miles)

National Rail enquiries: 03457 48 49 50

Switch to digital shareholder comms

Now's the time to go fully digital with your BT Group shareholder comms.

Register for a Shareview Portfolio today:

• Email notification when your shareholder documents are available
• Access whenever you want, wherever you are, from any device
• Secure and convenient
• Register your voting instructions for shareholder meetings

Scan to switch

1	Visit shareview.co.uk
2	Select Register
3	Tell us who you are, using your SRN as provided on your proxy card and your AGM notification letter
4	Set up your contact preferences and security details
5	Begin managing your shareholding online

Dividend payments

Dividend payments are no longer made by cheque. If you have unclaimed dividend payments or you've not yet provided your bank or building society account details, please provide these details by logging into your Shareview Portfolio.

Details of fees for reissuing payments can be found online at shareview.co.uk and any fees will be deducted from the payment sent to you. On some occasions, multiple payments may be involved as payments could be issued from different bank accounts. In these circumstances, a fee may be levied for each payment issued.

Any dividends not claimed within 10 years of the payment date will be forfeited back to BT Group plc in accordance with BT Group's Articles of Association.

You can request a printed copy of the Annual Report 2025, free of charge, by getting in touch with our share registrar, Equiniti, via the shareholder helpline or by post.

Contact information can be found on page 28

You may also find the following links useful:

Beware of investment fraud bt.com/scams

Information for individual shareholders bt.com/shareholders

Gender pay gap statement bt.com/genderpaygap

Inclusion & Wellbeing bt.com/inclusion-and-diversity

Responsible Business bt.com/responsiblebusiness

News and media newsroom.bt.com

About BT Group bt.com/about

AGM information continued

Privacy notice

We (BT Group plc and British Telecommunications plc) collect and process your personal data as an individual shareholder or as a participant in any shareholder scheme or plan such as your name and contact details, the votes you cast, any pre-submitted questions from you and the Shareholder Reference Number we attribute to you. We may use this personal data for the purposes of compiling and updating our records, fulfilling our legal obligations, processing shareholder rights you exercise, answering your questions and contacting you with shareholder related information.

We may also share your data with third parties (for example our share registrar, Equiniti) where we can compliantly do so.

For further details about how we process your personal data, including your rights over how it is used, please read our shareholder privacy policy which can be found online at bt.com/shareholder-privacy

If you have any further queries about how your personal data is processed, please contact us at cpo@bt.com

Equiniti contact information

For general enquiries call the shareholder helpline

+44 (0)808 100 4141

Lines are open 8:30am to 5:30pm (UK time) Monday to Friday, excluding public holidays in England and Wales. Please use the country code when calling from outside the UK.

For deaf and speech impaired customers, Equiniti welcome calls via Relay UK. Please see relayuk.bt.com for more information.

Online

You can find information on how to manage your shareholdings at help.shareview.co.uk

If your question is not answered by the information provided, you can send your enquiry via secure mail from these pages.

You may not use any electronic address provided either in this Notice of meeting or any related documents (including the proxy card) to communicate with BT Group for any purposes other than those expressly stated.

Post

Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (please include a daytime telephone number).

CBP029867

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