BT : 2024 Notice of AGM

Building

our networks

Connecting

our customers

Accelerating

our impact

BT Group plc

Notice of meeting 2024

BT Group plc Notice of meeting 2024

Welcome to the BT Group plc

Notice of meeting 2024

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.

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

When we say 'BT Group' and 'the group' in this document we mean BT Group plc - made up of our subsidiaries, customer- facing units and internal corporate units. When we say 'FY24' we mean the financial year that ended 31 March 2024, and we use the same approach for any other years.

Look for these throughout this Notice of meeting:

For more reading in this document

For more reading online.

1	Participating in the AGM

Participating in the Annual

General Meeting (AGM)

Where and when will the AGM be held

web.lumiagm.com/133-807-915

and

Hilton Manchester Deansgate,

303 Deansgate, Manchester M3 4LQ

at

2:00pm on Thursday 11 July 2024

Arrangements for the AGM

The 2024 AGM will be a combined online and physical meeting (hybrid meeting). It's important to us to give all shareholders 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

Attending the AGM online: see pages 22to 25.

Attending the AGM in person: see page 26.

Please ensure you register your intention to attend in advance via:

1. our websitebt.com/agm;
2. when you submit your vote online atshareview.co.uk; or
3. 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.

Details of how to vote at the AGM: pages 20to 21.

How to ask questions

Details of how to ask questions at the AGM: 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.

BT Group plc Notice of meeting 2024

2

Chairman's letter

Connecting the UK while transforming our business.

BT Group has made good progress in the last few years and yet we still have an enormous transformation ahead of us if we're to truly modernise the way we operate for the benefit of all our stakeholders.

As our investment expenditure reduces and as Allison's leadership brings renewed focus and accelerated delivery, I'm confident that the long- term prospects for BT Group are extremely strong.

Adam Crozier

Chairman

3	Chairman's letter

The connections that we provide are more critical than ever, and our customers' needs and demands are constantly evolving.

Keeping the UK's homes, public services and businesses connected places a huge responsibility on BT Group - one that we've continued to meet successfully in FY24, while sustainably growing our business and continuing to transform our operations.

We've also achieved this while facing significant change across the organisation, including the appointment of our new Chief Executive.

Thank you to Philip

After five years as Chief Executive of BT Group, Philip Jansen stood down at the end of January 2024. Philip achieved a huge amount during his time, most notably setting our vision to provide full fibre connections to 25m premises across the UK by December 2026 - a target we're well over halfway towards completing.

Philip's tenure was also marked by a number of exceptional external challenges. Covid-19 caused immediate changes to everyday life and lasting shifts in how businesses and society operate, and BT Group successfully adapted to both under Philip's leadership. He also steered the business through the impacts of events such as the cost-of-living crisis, high inflation rates and the invasion of Ukraine.

I'd like to take the opportunity to again thank Philip personally, and on behalf of the Board, for everything he delivered for BT Group and the foundation he's set for our future success. I wish him all the best with his future endeavours.

Welcoming Allison

In February 2024, we welcomed Allison Kirkby as our new Chief Executive. She is a proven leader, with deep sector experience and a history of transforming businesses.

Having served as a member of our Board since 2019, Allison already has a full understanding of our long-term strategic objectives. Allison sets out how she's shaping this strategy to deliver for our customers and stakeholders better and faster, in the Annual Report 2024.

This will be achieved by focusing on building and connecting customers to our networks, and accelerating the transformation of BT Group to improve our customer service and for the benefit of all our stakeholders. The Board and I look forward to supporting this agenda and Allison's leadership in her new executive capacity.

Moving beyond peak investment

We've steadily accelerated the delivery

of our unprecedented investment programme, creating the UK's digital backbone and enabling growth in its economy and businesses. Building and connecting faster hastens the delivery

of returns to our shareholders.

FY24 is the year in which we passed the peak of our capital expenditure on this programme, enabling us to see greater normalised free cash flow over the coming years. This gives us confidence to increase the full year dividend to 8.0 pence per share, to be approved by shareholders at the AGM, while reaffirming our progressive dividend policy for our

loyal investors.

BT Group plc Notice of meeting 2024

4

Chairman's letter continued

Enabling better outcomes for the UK

While change both inside and outside BT Group is now constant, our purpose endures: We Connect for Good. Our network investments, alongside our Manifesto commitments to deliver responsible, inclusive and sustainable technology, create a foundation for greater inclusivity and wider benefits to society.

We're committed to ensuring that the networks we provide, and the essential services they enable, are accessed and utilised as widely as possible across the UK. In 2021, we set an ambitious goal to reach 25m people in the UK with digital skills by March 2026, and we're on track to hit that target. We also continue to move forward on our wider sustainability goals, with a commitment to build towards a circular BT Group by the end of March 2030, and a circular tech ecosystem by the end of March 2040.

We've continued to make clear progress on reducing our environmental impact, with a 61% reduction in operational carbon emissions intensity (compared to FY17 levels)

• but we want to go further too, both in our own operations but also within the wider ecosystem we enable. That's why we've set a target to achieve net zero carbon emissions in our operations by the end of March 2031, and for supply chain and customer carbon emissions by the end of March 2041.

Engaging with our stakeholders

The massive investments we've been making, amid highly challenging economic conditions and constantly increasing data usage and demand, have created inflationary pressures on our business. This has an unavoidable impact on the prices we must charge our customers. We know these rises are never welcome, which is why it's critical that the rationale behind them is fully explained and understood.

Our Consumer business was the first in the industry to incorporate Ofcom's latest proposals on pricing, moving to a 'pounds and pence' structure so that customers have a clear view of costs across their contracted period. We've also continued to protect our social tariff and pay as you go customers from price increases, to ensure everyone is able to remain online.

We're engaging with a broad range of stakeholders, including Ofcom, UK Government, the Digital Voice Advisory Board and Telecare Action Board, as we progress the switch from analogue to digital landlines. Along with other communications providers, we paused all non-voluntary migrations in December 2023, and we now expect to have migrated all customers off the public switched telephone network (PSTN) by the end of January 2027, allowing us to align the programme with full fibre broadband customer upgrades where available. This timescale will ensure we get this right while delivering this essential programme to ensure the long-term resilience of our networks and services.

Board changes

During the year, Philip Jansen stepped down from the Board and as Chief Executive, and we welcomed Allison Kirkby to the role of Chief Executive, having served on the Board since 2019.

Ian Cheshire and Iain Conn stepped down from the Board at the conclusion of the 2023 AGM. Adel Al-Saleh also stepped down from the Board in December 2023 and Isabel Hudson will step down at the conclusion of the 2024 AGM after serving nine years on the Board.

Ruth Cairnie joined the Board in April 2023 and, from the conclusion of the 2023 AGM, succeeded Iain as the Senior Independent Director and Ian as the Chair of the Remuneration Committee.

Raphael Kübler was appointed to the Board in January 2024 having been put forward by Deutsche Telekom as their nominated director.

Finally, Tushar Morzaria was appointed to the Board as an Independent Non-Executive Director on 7 May 2024.

With these Board changes, we have focused on complementing the existing skills on the Board, and ensuring the best mix of diversity of viewpoints, skills and experience.

5	Chairman's letter

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.

Attendance and voting at the AGM

The 2024 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 web.lumiagm.com/133-807-915

See pages 22to 25.

Details on how to attend the AGM in person are set out on page 26.

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 9 July 2024 at the latest to ensure that shareholder's vote is counted. Furthermore, 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 19to 21.

Resolutions

At this year's AGM we're proposing 21 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 to be proposed at the AGM. All Directors who own ordinary shares intend to vote in favour of all of the resolutions proposed.

The resolutions proposed are set out on pages 10to 16.

Shareholders can find an audio version of this document at bt.com/agmtogether with our Annual Report 2024 and other shareholder information at bt.com/annualreport

Looking ahead

BT Group has made good progress in the last few years and yet we still have an enormous transformation ahead of us if we're to truly modernise the way we operate for the benefit of all our stakeholders.

While we have a long way to go, our strategy is beginning to deliver, creating the next generation networks that connect the UK, while seeing clear improvements in operational efficiency and financial returns.

As our investment expenditure reduces and as Allison's leadership brings renewed focus and accelerated delivery, I'm confident that the long-term prospects for BT Group are extremely strong.

Adam Crozier

Chairman

29 May 2024

View this document online at:

bt.com/agm

BT Group plc Notice of meeting 2024

6

Board of directors

Directors standing for election or re-election at the 2024 AGM

C C

Membership key

1. Committee Chair

Audit & Risk Committee

Executive Committee

National Security and

Investigatory Powers Committee

Nominations Committee

Remuneration Committee Responsible Business Committee

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

1. Non-ExecutiveDirector 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.

Allison Kirkby

Chief Executive

Appointed Chief Executive February 2024 and to the Board March 2019.

Experience

From May 2020 until being appointed Chief Executive of BT Group, Allison was President & CEO of Telia Company. 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. 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 transformation, driving performance, improving customer service and delivering shareholder value.

External appointments Non-ExecutiveDirector and member of the Audit Committee of Brookfield Asset Management Limited.

7	Board of directors

Simon Lowth

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-ExecutiveDirector and member of the Audit and Nomination & Governance Committees of Smith & Nephew.

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

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 a trustee of Windsor Leadership and 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

Maggie was the founder and served as the Chief Executive of Tenshey for seven years until February 2024.

Maggie originated Tenshey's mission to elevate more women and underrepresented talent into leadership roles and the boardroom. This builds on a highly successful career in marketing at several of the world's largest technology companies, including Microsoft and SAP.

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

BT Group plc Notice of meeting 2024

8

Board of directors continued

Steven Guggenheimer

Independent Non-Executive Director

Appointed to the Board

October 2022.

Experience

Steven has more than 25 years of experience at Microsoft, where he held a variety of senior and large-scale leadership roles between 1993 and 2020. For the last 12 years he held the position of 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-ExecutiveDirector of HSBC Holdings, Forrit and Leupold & Stevens. He is also an advisor to Tensility Venture Partners and Aries Software Holdings.

Matthew Key

Independent Non-Executive Director

Appointed to the Board March 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, Inc., 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.