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BT Group PLC

Proxy Solicitation & Information Statement Jun 1, 2022

4681_agm-r_2022-06-01_698c7fcc-c977-462a-a2ad-4fe5f49b372e.pdf

Proxy Solicitation & Information Statement

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AGM proxy card

Voting ID

Task ID

Shareholder Reference Number

OPERATOR: rich PROOF: 03

JOB: 39357_BT_Proxy-Card_2022_AW PROOF READ BY:

SET-UP: rich EDIT DATE: 26 May 2022 5:41 PM FIRST READ/REVISIONS

Please read the notes overleaf before completing this proxy card.
appointing a proxy will not prevent you from attending, speaking
whether in person or electronically through the Lumi website, on
electronically, we strongly encourage you to appoint the Chair of
the AGM, as opposed to any other person, to act as your proxy to
You can appoint a proxy to attend the AGM, speak, and/or vote,
and voting at the AGM in person or electronically. Regardless of
your behalf. Your proxy does not need to be a shareholder and
whether or not you intend to attend the AGM in person or
Report on directors' remuneration
Annual Report and Accounts
Elect Adam Crozier
Final dividend
Resolutions
2.
3.
4.
1.
With
held
Against
For
web.lumiagm.com/101-280-977
The Vox Conference Venue,
Birmingham, B40 1PJ
Resorts World,
Where
Thursday 14 July 2022
2:00pm
When
Shareholder Reference Number:
General
Group plc
Meeting
Annual
BT
person are not able to attend the AGM in person or electronically).
online (or by post) to our share registrar, Equiniti, by 2:00pm on
Please submit your proxy appointment and voting instructions
I/we appoint Adam Crozier or failing him the correctly appointed
appointed Chair of the AGM' and insert the name and address of
The Chair of the AGM will be appointed as your proxy unless you
ensure your vote is counted (if, for instance, you or that other
delete the words 'Adam Crozier' or failing him the correctly
your proxy in the box below.
Tuesday 12 July 2022.
Chair of the AGM
Re-elect Sir Ian Cheshire
Re-elect Isabel Hudson
Re-elect Adel Al-Saleh
Re-elect Philip Jansen
Re-elect Simon Lowth
Re-elect Iain Conn
10.
11.
5.
6.
8.
9.
7.
to act as your proxy to ensure your vote is counted. Details of how to appoint a proxy are set out opposite.
Details of how to electronically join, ask questions and vote during the AGM are set out in the Notice of
attend the AGM in person or electronically, we strongly encourage you to appoint the Chair of the AGM
You can appoint another person (a proxy) to attend, speak, and/or vote at the AGM, whether in person,
Resorts World, Birmingham B40 1PU on Thursday 14 July 2022 at 2:00pm. Building on the success of
or electronically through the Lumi website, on your behalf. Regardless of whether or not you intend to
You can find full details of the resolutions to be proposed for approval at the AGM, with explanatory
The BT Group plc 2022 Annual General Meeting (AGM) will be held at The Vox Conference Venue,
shareholders to attend the AGM electronically by logging on to web.lumiagm.com/101-280-977
the 2021 AGM, we will once again be holding a hybrid AGM in 2022. We therefore encourage
meeting 2022 at bt.com/agm, along with our Annual Report 2022, at bt.com/annualreport
If you still intend to attend the 2022 AGM in person, please bring the AGM poll card with you.
Please read the notes on the back of the AGM proxy card before completing it.
notes, in the Notice of meeting 2022 which is available online at bt.com/agm
Dear Shareholder,
outside the UK) or you can copy this Card. If you decide to appoint
(Please leave this box blank if you have selected the Chair of the
Please show how your proxy should vote by placing a cross in the
Equiniti, on Freefone 0808 100 4141 (or + 44 121 415 7178 from
You can get additional proxy cards by calling our share registrar,
more than one proxy, please write against the proxy's name the
appropriate boxes in black ink X Please mark inside the boxes.
to act as my/our proxy at this year's AGM (or any adjournment)
withheld in calculating the proportion of votes for or against
A vote withheld is not a vote in law. We will not count a vote
number of shares they can vote as your proxy.
AGM. Do not insert your own name(s).)
and vote as indicated on this Card.
a resolution.
Authority to purchase own shares
Authority for political donations
Further disapplication of pre
14 days' notice of meeting

Auditor's re-appointment
Authority to allot shares
Auditor's remuneration
Re-elect Allison Kirkby
Re-elect Matthew Key
Re-elect Sara Weller
pre-emption rights
Disapplication of
emption rights

* Special resolution
18.
19.
20.
12.
13.
14.
15.
16.
21.
17.
Our share registrar, Equiniti, must receive your online or postal proxy appointment and voting
instructions by 2:00pm on Tuesday 12 July 2022 at the latest to ensure your vote is counted.
Adam Crozier
May 2022
Chairman
Signature
Date:
2022. We encourage shareholders to attend the
If you intend to attend the 2022 AGM in person,
Building on the success of the 2021 AGM, we
You can also let us know via bt.com/agm or,
will once again be holding a hybrid AGM in
2022 AGM electronically by logging on to
if you are appointing a proxy online, via
web.lumiagm.com/101-280-977
please tick this box.

BT01078_ProxyCard.indd 1 27/05/2022 10:19

39357_BT_Proxy-Card_2022_AW.indd 1 26/05/2022 17:44

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AGM proxy card notes

and voting instructions by 2:00pm on Tuesday 12 July 2022. Our share registrar, Equiniti, must receive your online or postal proxy appointment

at 1. The simplest way to appoint your proxy is online www.sharevote.co.uk If you want to appoint your return-addressed envelope provided.and date it and then return it to Equiniti, using the proxy by post, complete this Card in black ink, sign

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

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

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

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 using the return-addressed envelope provided. 5. If your address is outside the UK, you should reply

6. Electronic Proxy Appointment. CREST members meeting 2022 available online at platform. Please refer to the notes in the Notice of to appoint a proxy electronically via the Proxymity If you are an institutional investor you may be able may appoint their proxy using the CREST system. bt.com/agm

are able to vote at the AGM. 7. BT Group EasyShare ('EasyShare') participants These shares are held behalf. You can give your voting instructions online at the proxy of your choice to vote at the AGM on your may use this Card to instruct NomineeCo to appoint any other person named jointly with you on this Card) ('NomineeCo'). NomineeCo has agreed that you (or through Equiniti Corporate Nominees Limited

www.sharevote.co.uk

Annual General MeetingBT Group plc

available online at meeting 2022. If you did not receive that document, it's resolutions set out, with explanatory notes, in the Notice of At the end of the AGM we will ask you to vote on the bt.com/agm

help with identification. retained this), email notification or AGM notification letter to bring your AGM poll card, AGM proxy card (if you have If you still intend to attend the 2022 AGM in person, please We strongly encourage you to attend the AGM electronically.

or representatives, are entitled to attend the AGM. the resolutions. Only shareholders, or their appointed proxies We will give you the opportunity to ask questions about any of

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com/101-280-977 web.lumiagm. Birmingham, B40 1PJ Venue, Resorts World, The Vox Conference Where Thursday 14 July 2022

AGM poll card

OPERATOR: rich PROOF: 03

  1. Final dividend

  2. Elect Adam Crozier

  3. Re-elect Philip Jansen

  4. Re-elect Simon Lowth

  5. Re-elect Adel Al-Saleh

  6. Re-elect Sir Ian Cheshire

  7. Re-elect Isabel Hudson

  8. Re-elect Matthew Key

  9. Re-elect Allison Kirkby

  10. Auditor's re-appointment

  11. Auditor's remuneration

  12. Authority to allot shares

17. Disapplication of pre-emption rights*

19. Authority to purchase own shares*

20. 14 days' notice of meeting*

* Special resolution

Signature

Date

  1. Authority for political donations

18. Further disapplication of pre-emption rights*

  1. Re-elect Sara Weller

  2. Re-elect Iain Conn

  3. Annual Report and Accounts

JOB: 39357_BT_Proxy-Card_2022_AW PROOF READ BY:

SET-UP: rich EDIT DATE: 26 May 2022 5:41 PM FIRST READ/REVISIONS

  1. Report on directors' remuneration

Please bring this poll card with you if you wish to attend and vote at the 2022

Resolutions For Against Withheld

AGM in person. This card should only be completed during the meeting.

1:00pm: Doors open to 2:00pm website opens. shareholders / Lumi : Meeting begins.4:00pm: Meeting ends.

From overseas:

0808 100 4141

Freefone:

holidays in England and Wales

BT Group plc

Annual General Meeting

of meeting 2022 and on our website at Further information on how to attend, ask a question and vote at the AGM can be found in the Notice bt.com/agm

Stop the paper. Switch to digital.

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It's that simple!

If you need any help, please contact our share registrar, Equiniti.

Friday, excluding public 5:30pm (UK time) Monday to Lines are open 8:30am to Shareholder helpline Post

BN99 6DA West Sussex Lancing Spencer Road Aspect House Equiniti

Scan to switch information today! Sign up for paperless

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