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BT Group PLC

Proxy Solicitation & Information Statement Jun 6, 2024

4681_agm-r_2024-06-06_15dca398-a63a-41d8-9cff-494f319c0e9b.pdf

Proxy Solicitation & Information Statement

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AGM proxy card

Shareholder Reference Number

BT Group plc Annual General Meeting

When 2:00pm Thursday 11 July 2024

Where Hilton Manchester Deansgate, 303 Deansgate, Manchester, M3 4LQ

web.lumiagm.com/133-807-915

Shareholder Reference Number:

Dear Shareholder,

The BT Group plc 2024 Annual General Meeting (AGM) will be held at Hilton Manchester Deansgate, 303 Deansgate, Manchester, M3 4LQ on Thursday 11 July 2024 at 2:00pm. The 2024 AGM will be a combined online and physical meeting (hybrid meeting). For the best experience, shareholders are therefore encouraged to attend the AGM online by logging on to web.lumiagm.com/133-807-915 Details of how to join online, ask questions and vote during the AGM are set out in the Notice of meeting 2024 at bt.com/agm, along with our Annual Report 2024, bt.com/annualreport

If you still intend to attend the 2024 AGM in person, please bring the AGM poll card with you.

You can appoint another person (a proxy) to attend, speak, and/or vote at the AGM, whether in person, oronline through the Lumi website, on your behalf. Regardless of whether or not you intend to attend the AGM in person or online, we strongly encourage you to appoint the Chair of the AGM to act as your proxy toensure your vote is counted. Details of how to appoint a proxy are set out opposite.

You can find full details of the resolutions being proposed at the AGM, with explanatory notes, in the Notice of meeting 2024 which is available online at bt.com/agm

Please read the notes on the back of the AGM proxy card before completing it.

Our share registrar, Equiniti, must receive your online or postal proxy appointment and voting instructions by 2:00pm on Tuesday 9 July 2024 at the latest to ensure your vote is counted.

Adam Crozier Chairman

29 May 2024

Please read the notes overleaf before completing this proxy card.

You can appoint a proxy to attend the AGM, speak, and/or vote, whether in person or online through the Lumi website, on your behalf. Your proxy does not need to be a shareholder and appointing a proxy will not prevent you from attending, speaking and voting at the AGM in person or online. Regardless of whether or not you intend to attend the AGM in person or online, 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).

The Chair of the AGM will be appointed as your proxy unless youdelete the words 'Adam Crozier' or failing him the correctly appointed Chair of the AGM' and insert the name and address of your proxy in the box below.

Please submit your proxy appointment and voting instructions online at www.shareview.co.uk (or by post) to our share registrar, Equiniti, by 2:00pm on Tuesday 9 July 2024.

I/we appoint Adam Crozier or failing him the correctly appointed Chair of the AGM

(Please leave this box blank if you have selected the Chair of theAGM. 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 request additional proxy cards by calling our share registrar, Equiniti, on Freefone +44 (0)808 100 4141 or you cancopy 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 resolution.

Signature

Resolutions For Against With held
1. Annual Report and Accounts
2. Report on directors' remuneration
3. Final dividend
4. That Adam Crozier be re-elected
as adirector
5. That Allison Kirkby be re-elected
as adirector
6. That Simon Lowth be re-elected
as adirector
7. That Ruth Cairnie be re-elected
as adirector
8. That Maggie Chan Jones be
re-elected as a director
9. That Steven Guggenheimer be
re-elected as a director
10. That Matthew Key be re-elected
as adirector
11. That Sara Weller be re-elected
as adirector
12. That Raphael Kübler be elected
as adirector
13. That Tushar Morzaria be elected
as adirector
14. Auditor's reappointment
15. Auditor's remuneration
16. Authority to allot shares
17. Disapplication of pre-emption rights*
18. Further disapplication of
pre- emption rights*
19. Authority to purchase own shares*
20. Authority to call a general meeting
on 14 days' notice*
  1. Authority for political donations

AGM proxy card notes

Our share registrar, Equiniti, must receive your online or postal proxy appointment and voting instructions by 2:00pm on Tuesday 9 July 2024.

1. The simplest way to appoint your proxy is online at www.shareview.co.uk If you haven't registered for a Shareview Portfolio, you'll need to register at www.shareview.co.uk You'll need your Shareholder Reference Number (see overleaf). If you want to appoint your proxy by post, complete this card in black ink, sign and date it and then return it to Equiniti, using the return-addressed envelope provided.

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

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

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

5. If your address is outside the UK, you should reply using the return-addressed envelope provided. If you live in a country covered by the International Business Reply Service, we've prepaid the postage on the envelope. If you live outside the countries covered by the International Business Reply Service, you'll need to pay postage.

6. Electronic Proxy Appointment. CREST members may appoint their proxy using the CREST system. If you're an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. Please refer to the notes in the Notice of meeting 2024 available online at bt.com/agm

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

BT Group plc Annual General Meeting

At the end of the AGM we'll ask you to vote on the resolutions set out, with explanatory notes, in the Notice ofmeeting 2024. If you didn't receive that document, it's available online at bt.com/agm

We strongly encourage you to attend the AGM online. If you still intend to attend the 2024 AGM in person, please bring your AGM poll card, AGM proxy card (if you've retained this), email notification or AGM notification letter to help with identification.

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

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

Thursday 11 July 2024 Where Hilton Manchester Deansgate, 303 Deansgate, Manchester, M3 4LQ web.lumiagm.com/133-807-915

When

DEANSGA

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

Register for a Shareview Portfolio today:

of meeting 2024 and on our website at bt.com/agm

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

BT Group plc

Annual General Meeting

Switch to digital.

• Register your voting instructions for shareholder meetings

Switch to digital shareholder comms

1_ Visit www.shareview.co.uk

  • 2_ Select Register
  • 3_ Tell us who you are using your Shareholder Reference Number overleaf

Further information on how to attend, ask a question and vote at the AGM can be found in the Notice

  • 4_ Set up your contact preferences and security details
  • 5_ Begin managing your shareholding online

It's that simple!

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

Shareholder helpline Lines are open 8:30am to 5:30pm (UK time) Monday to Friday, excluding public holidays inEngland and Wales Freefone: +44 (0)808 100 4141

Post Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA

Scan to switch

AGM poll card

Please bring this poll card with you if you wish to attend and vote at the 2024 AGM in person. This card should only be completed during the meeting.

s
n
o
ti
u
ol
s
e
R
    1. Annual Report and Accounts
    1. Report on directors' remuneration
    1. Final dividend
    1. That Adam Crozier be re-elected as a director
    1. That Allison Kirkby be re-elected as a director
  • 6.That Simon Lowth be re-elected as a director

    1. That Ruth Cairnie be re-elected as a director
    1. That Maggie Chan Jones be re-elected as a director
  • 9.That Steven Guggenheimer be re-elected as a director

  • 10.That Matthew Key be re-elected as a director

    1. That Sara Weller be re-elected as a director
    1. That Raphael Kübler be elected as a director
    1. That Tushar Morzariabe elected as a director
    1. Auditor's reappointment
    1. Auditor's remuneration
    1. Authority to allot shares
  • 17. Disapplication of pre-emption rights*
  • 18. Further disapplication of pre- emption rights*
  • 19. Authority to purchase own shares*
  • 20. Authority to call a general meeting on 14 days' notice*
    1. Authority for political donations
e
ur
at
e
n
at
g
Si
D

* Special resolution

Withheld
Against
For

BT AGM_P_0524

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