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BT Group PLC Proxy Solicitation & Information Statement 2016

May 18, 2016

4681_agm-r_2016-05-18_a61e46de-35bf-4177-9536-4eab791cb905.pdf

Proxy Solicitation & Information Statement

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AGM admission card/proxy card

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Voting ID

Task ID

Shareholder Reference Number

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BT

BT Group plc
Annual General Meeting

When
10:30am
Wednesday
13 July 2016

Where
Motorpoint Arena Cardiff
Mary Ann Street
Cardiff
CF10 2EQ

Dear Shareholder,

The BT Group plc 2016 Annual General Meeting (AGM) takes place at 10:30am on Wednesday 13 July 2016. You can find full details of the resolutions to be proposed at the meeting, with explanatory notes, in the Notice of meeting 2016 which is available online at www.bt.com/annualreport

Please read the notes overleaf before completing the AGM admission card/proxy card.

Our Registrars, Equiniti, must receive online or postal proxy appointment and voting instructions by 10:30am on Monday 11 July 2016.

Sir Michael Rake
Chairman
4 May 2016

Please read the notes overleaf before completing this Card.

If you're attending the AGM, please bring this Card with you to help with identification and keep it until the end of the AGM to vote.

If you're not attending the AGM, you can appoint another person (a proxy) to attend the meeting, speak, and/or vote on your behalf. You'll find details on how to appoint a proxy overleaf. Your proxy does not need to be a shareholder and appointing a proxy will not prevent you from attending and voting at the AGM.

The Chairman of the meeting will be appointed as your proxy unless you delete the words 'Sir Michael Rake or failing him the correctly appointed Chairman of the meeting' and insert the name and address of your proxy in the box provided.

Our Registrars, Equiniti, must receive online or postal proxy appointment and voting instructions by 10:30am on Monday 11 July 2016.

I/we appoint Sir Michael Rake or failing him the correctly appointed Chairman of the meeting

(Insert name and address of proxy)

to act as my/our proxy at this year's AGM (or any adjournment) and vote as indicated on this Card.

To appoint more than one proxy, you can get additional proxy cards by calling our Registrars, Equiniti, on Freefone 0808 100 4141 (or + 44 121 415 7178 from outside the UK) or you can copy this Card. If you decide to appoint more than one proxy, please write against the proxy's name, the number of shares they can vote as your proxy.

Please show how your proxy should vote by placing a cross in the appropriate boxes in black ink like so ☐ Please mark inside the boxes.

A vote withheld is not a vote in law. We will not count a vote withheld in calculating the proportion of votes for or against a resolution.

Signature:

Resolutions For Against Withheld
1. Report and accounts
2. Annual remuneration report
3. Final dividend
4. Re-elect Sir Michael Rake
5. Re-elect Gavin Patterson
6. Re-elect Tony Ball
7. Re-elect Iain Conn
8. Re-elect Isabel Hudson
9. Re-elect Karen Richardson
10. Re-elect Nick Rose
11. Re-elect Jasmine Whitbread
12. Elect Mike Inglis
13. Elect Tim Hottges
14. Elect Simon Lowth
15. Auditors' re-appointment
16. Auditors' remuneration
17. Authority to allot shares
18. Authority to allot shares for cash*
19. Authority to purchase own shares*
20. 14 days' notice of meeting*
21. Political donations
* Special resolution

Date:

BTAGM_A4Proxy_0416

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BT

BUSINESS REPLY PLUS

Licence Number

RRHE-THZU-TCUB

1

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