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BT Group PLC

Proxy Solicitation & Information Statement Jun 8, 2020

4681_agm-r_2020-06-08_2dbfd3e8-52cd-4dbf-b19a-32d54b6f9536.pdf

Proxy Solicitation & Information Statement

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Chair of the AGM

resolution.

Signature:

Date:

Dear Shareholder,

Please read the notes overleaf before completing this Card. As shareholders cannot attend the AGM in person, they will only be able to vote by appointing a proxy in advance. The Chair of the AGM will be appointed as your proxy unless you delete the words 'Jan du Plessis or failing him the correctly appointed Chair of the AGM' and insert the name and address of your proxy in the box below. To ensure your vote is counted, we strongly recommend you appoint the Chair of the AGM to act as your proxy. Please submit your proxy appointment and voting instructions online (or by post) to our Registrars, Equiniti, by 11:00am on Tuesday 14 July 2020. I/we appoint Jan du Plessis or failing him the correctly appointed (Please leave this box blank if you have selected the Chair of the AGM. Do not insert your own name(s).) to act as my/our proxy at this year's AGM (or any adjournment) and vote as indicated on this Card. 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 X 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 Resolutions For Against With held 1. Annual Report and Accounts 2. Annual remuneration report 3. Directors' Remuneration Policy 4. Re-elect Jan du Plessis 5. Re-elect Philip Jansen 6. Re-elect Simon Lowth 7. Re-elect Iain Conn 8. Re-elect Isabel Hudson 9. Re-elect Mike Inglis 10. Re-elect Matthew Key 11. Re-elect Allison Kirkby 12. Elect Adel Al-Saleh 13. Elect Sir Ian Cheshire 14. Elect Leena Nair 15. Elect Sara Weller 16. Auditors' re-appointment 17. Auditors' remuneration 18. Authority to allot shares 19. Disapplication of pre-emption rights* 20. Further disapplication of pre-emption rights* 21. Authority to purchase own shares* 22. 14 days' notice of meeting* 23. Authority for political donations 24. BT Group plc Employee Saveshare Plan rules 25. BT Group plc International Employee Saveshare Plan rules 26. BT Group plc Employee Stock Purchase Plan rules 27. BT Group plc Restricted Share Plan rules 28. BT Group plc Deferred

The BT Group plc 2020 Annual General Meeting (AGM) will take place at 11:00am on Thursday 16 July 2020. Due to the current UK Government restrictions on public gatherings and the associated social distancing measures, our AGM will be a closed meeting. A recording and transcript of the meeting will be available on our websitebt.com/agm as soon as practicable after the AGM. To allow for shareholders to hear from both the Chief Executive and myself, video messages and transcripts will also be available on our website on the day and for a period of 30 days after the AGM. As shareholders cannot attend in person, we encourage all shareholders to vote in advance by appointing a proxy. Furthermore, we strongly recommend that you appoint the Chair of the AGM to act as your proxy to ensure your vote is counted. Details of how to submit a proxy are set out opposite. You can find full details of the resolutions to be proposed for approval at the AGM, with explanatory notes, in the Notice of meeting 2020, which is available online along with our Annual Report 2020,

Voting ID Task ID Shareholder Reference Number +

Group plc
BT
When
11:00am
General
Annual
Thursday 16 July 2020
Meeting

atbt.com/annualreport

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

Our Registrars, Equiniti, must receive your online or postal proxy appointment and voting instructions by 11:00am on Tuesday 14 July 2020.

Jan du Plessis

Chairman 26 May 2020

++

+

AGM proxy card

Where 81 Newgate Street,

BT Centre, London EC1A 7AJ

* Special resolution Bonus Plan rules 29. Articles of Association*

BTAGM20P0520

and voting instructions by 11:00am on Tuesday 14 July 2020. Our Registrars, Equiniti, must receive your online or postal proxy appointment

AGM proxy card notes

1. at www.sharevote.co.uk The simplest way to appoint your proxy is online

business reply envelope. it to our Registrars (Equiniti) using the enclosed this Card in black ink, sign and date it and then return If you want to appoint your proxy by post, complete

2. whether, and how, you vote. on a particular resolution, your proxy can decide If you do not indicate how your proxy is to vote Your proxy can vote, business which may validly come before the meeting. or abstain from voting, as they decide on any other

3. holders, any one of you may sign. it, and initial any alterations. In the case of joint Before returning this Card, please sign and date If someone signs authority certified by a solicitor or notary). authority under which it is signed (or a copy of the on your behalf, they must return with this Card the

4. the company or an authorised attorney Card must either be sealed, or signed by an officer of Where it is a company appointing the proxy, this , and returned

5.

you will need to pay postage.

covered by the International Business Reply Service, on the envelope. If you live outside the countries Business Reply Service, we have prepaid the postage If you live in a country covered by the International

attorney. together with the appropriate authority or power of using the return-addressed envelope provided. If your address is outside the UK, you should reply NomineeC online at

6. CREST Electronic Proxy Appointment. To appoint Securities Regulations 2001. out in Regulation 35(5) (a) of the Uncertificated a CREST proxy instruction in the circumstances set euroclear.com). The Company can treat as invalid please refer to the CREST Manual (available at able to retrieve the message. For more information the CREST system) from which the issuer's agent is the time (as determined by timestamp generated by on Tuesday 14 July 2020. The time of receipt will be Registrars, Equiniti (ID RA19), receive it by 11:00am order to be valid it must be transmitted so that our system, you will need to send a CREST message. In (whether previously appointed or not) via the CREST one or more proxies or give instructions to a proxy 7. are able to vote at the AGM. BT Group EasyShare ('EasyShare') participants These shares are held

('NomineeCo').

through Equiniti Corporate Nominees Limited

o has agreed that you (or any other your behalf. You can give your voting instructions the proxy of your choice to vote at the AGM on use this Card to instruct NomineeCo to appoint person named jointly with you on this Card) may www.sharevote.co.uk

website transcripts from the AGM can be found in the Notice of meeting 2020 and/or on our Further information relating to pre-registering questions or availability of recordings/ bt.com/agm

Annual General Meeting BT Group plc

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