Welcome to the Summary financial statement & notice of meeting 2013

This document is important and requires your immediate attention, so please read it straight away.

If you have any doubts about what action you need to take, you should consult your authorised financial advisor. If you have sold or transferred all of your shares, you should pass this booklet and accompanying documents to the person through whom you sold or transferred them, to forward to the purchaser or transferee.

Ordinary business

Resolutions 1 to 15 will be proposed as ordinary resolutions.

Resolution 1: Report and accounts

That the accounts and reports of the directors and the auditors for the year ended 31 March 2013 be received.

By law, the directors have to present these accounts and reports contained in the Company’s Annual Report to the meeting.

Resolution 2: Remuneration report

That the directors’ remuneration report for the year ended 31 March 2013 be approved.

The directors have to ask shareholders to vote on the Report on directors’ remuneration. It is summarised on pages 6 and 7 of this document. You can find it in full, in the Annual Report, at www.bt.com/annualreport

Resolution 3: Final dividend

That the final dividend of 6.5 pence per share recommended by the directors be declared to be payable on 2 September 2013 to holders of ordinary shares registered at the close of business on 9 August 2013.

The final dividend declared cannot exceed the amount recommended by the directors.

Resolutions 4 to 13: Directors

In accordance with the UK Corporate Governance Code all the directors will stand for re-election. The biographies of the directors are set out on pages 8 to 9.

Resolution 4

That Sir Michael Rake be re-elected as a director.

Resolution 5

That Ian Livingston be re-elected as a director.

Resolution 6

That Tony Chanmugam be re-elected as a director.

Resolution 7

That Gavin Patterson be re-elected as a director.

Resolution 8

That Tony Ball be re-elected as a director.

Resolution 9

That the Rt Hon Patricia Hewitt be re-elected as a director.

Resolution 10

That Phil Hodkinson be re-elected as a director.

Resolution 11

That Karen Richardson be re-elected as a director.

Resolution 12

That Nick Rose be re-elected as a director.

Resolution 13

That Jasmine Whitbread be re-elected as a director.

Resolution 14: Auditors’ re-appointment

That PricewaterhouseCoopers LLP be re-appointed auditors of the Company, to hold office until the end of the next general meeting at which accounts are laid before the Company.

Resolution 15: Auditors’ remuneration

That the directors be authorised to decide the auditors’ remuneration.

This resolution follows standard practice.

Special business

The following resolution will be proposed as an ordinary resolution.

Resolution 16: Authority to allot shares

That:

These authorities supersede any previous ones under section 551 of the 2006 Act and ‘rights issue’ is as defined in Article 71 of the Company’s Articles.

The Company’s Articles and paragraph (a) above give a general authority to the Board to allot new shares up to a nominal value of £130 million, which is equivalent to approximately 33% of the Company’s issued share capital (excluding treasury shares) at the date of this Notice.

Paragraph (b) gives an authority to the directors to allot new shares only in connection with a rights issue up to a further face value of £130 million, which is equivalent to approximately 33% of the Company’s issued share capital (excluding treasury shares) at the date of this Notice.

These authorities will expire at the end of the 2014 AGM. See the notes to Resolution 18 for more information on treasury shares.

The following three resolutions will be proposed as special resolutions.

Resolution 17: Authority to allot shares for cash

That subject to the passing of Resolution 16:

In this resolution words defined in Resolution 16 have the same meaning, and references to an allotment of equity securities include a sale of treasury shares.

This resolution renews the powers given to the Board to allot equity securities without needing to offer these shares to existing shareholders first: for cash up to an amount representing approximately 5% of the issued share capital (including treasury shares) at the date of this Notice, approximately 407 million shares; and in connection with a rights issue.

There are no current plans to undertake a rights issue or to allot shares except in connection with the Company’s employee share plans. Resolutions 16 and 17 ensure that the directors retain the flexibility to act in the best interests of shareholders, when opportunities occur, by allotting shares. Over a three year rolling period, except in a rights issue or pre-emptive offer, this disapplication will not exceed 7.5% of issued share capital.

Resolution 18: Authority to purchase own shares

That the Company has general and unconditional authority to make market purchases (as defined in section 693(4) of the Companies Act 2006) of shares of 5p each in the Company, subject to the following conditions:

This resolution renews the Company’s authority to buy its own shares on similar terms to previous years’ authorities. It would be limited to 788 million ordinary shares, representing 10% of the issued share capital (excluding treasury shares) at the date of this Notice. The directors would exercise this authority only after considering the effects on earnings per share and the benefits for shareholders generally. The purchase of shares by the Company under this authority would be a purchase in the market. It should not be confused with any share dealing facilities that may be offered to shareholders by the Company.

Shares purchased by the Company out of distributable profits could be held as treasury shares, which could then be cancelled, sold for cash or used to meet the Company’s obligations under its employee share plans.

During the 2012/13 financial year, 87 million shares were purchased (1% of the share capital) for a consideration of £189 million at an average price of £2.16 per share, under this authority.

At 9 May 2013, 460 million treasury shares had been transferred to meet the Company’s obligations under its employee share plans and at that date, the Company still held 268 million treasury shares which is equal to approximately 3.4% of the issued share capital (excluding treasury shares) at that date.

The Company’s current intention is to hold any shares purchased under this authority as treasury shares but it retains the flexibility to cancel them or sell them for cash if it considers this to be in the best interests of the Company. The authority will expire at the end of the 2014 AGM although the directors intend to seek renewal of this power at each AGM.

At 9 May 2013, there were options outstanding over 501 million shares (of which options over 490 million

shares were in respect of options granted under the savings-related share option plans), representing 6.35% of the Company’s issued share capital (excluding treasury shares). If the authority given by this resolution were to be fully used, these would represent 7.06% of the Company’s issued share capital (excluding treasury shares). There are no warrants outstanding.

Resolution 19: Authority to call a general meeting on 14 days’ notice

That the Company may call a general meeting (but not an AGM) on at least 14 clear days’ notice.

The Companies Act 2006 requires that general meetings are held on 21 days’ notice unless shareholders have approved a shorter notice period. This resolution means we would give you two weeks or more notice of a general meeting. It will be effective until our next AGM, when we may propose a similar one. It is expected that the authority would be used only in exceptional circumstances.

The following resolution will be proposed as an ordinary resolution.

Resolution 20: Authority for political donations

That British Telecommunications plc, a wholly-owned subsidiary of the Company, be authorised to make political donations to political:

The terms “political donation”, “political parties”, “independent election candidates”, and “political organisation” have the meanings given by sections 363 to 365 of the Companies Act 2006 (2006 Act).

The Company’s continuing policy is that no company in the group will make contributions in cash or kind (including loans) to any political party. However, the definition of political donations used in the 2006 Act is very much broader than the sense in which these words are ordinarily used. It may cover activities such as making Members of Parliament and others in the political world aware of key industry issues and matters affecting the Company, which make an important contribution to their understanding of BT. The authority

we are requesting in this resolution is not designed to change the above policy, but will ensure that the group continues to act within the provisions of the 2006 Act.

During the 2012/13 financial year, the Company’s wholly-owned subsidiary, British Telecommunications plc, spent a total of £739 to cover the cost of a briefing meeting with the Scottish National Party.

Register of Members and proxies

Only shareholders on the BT Group Register of Members at 6pm on 15 July 2013 are entitled to attend, speak and vote at the AGM.

If you are unable to attend and vote, you can appoint another person as your proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You may appoint more than one proxy in relation to the meeting, provided you appoint each proxy to exercise the rights attached to a different share or shares held by you. A proxy need not be a shareholder of the Company. On a poll, the number of shares you hold as a shareholder at 6pm on 15 July 2013 will decide the number of votes that you may cast. Changes after that time will not be taken into account.

An AGM admission card/proxy card accompanies this Notice of meeting.

Nominated persons

Unless you are a shareholder you do not have a right to appoint any proxies under the procedures set out above, or referred to under the heading ‘AGM information’ on page 16.

You may nevertheless have a right under an agreement between you and a shareholder of the Company who has nominated you (Relevant Shareholder) to have information rights, to be appointed, or to have someone else appointed, as a proxy for the meeting; or to give instructions to the Relevant Shareholder on the exercise of voting rights.

If you are uncertain about your rights or about your investment you should contact the person or organisation that administers that investment.

Shareholders’ rights

Shareholders at the AGM have the right to ask questions relating to its business. The Chairman need not answer if, for example, it would involve disclosing confidential information or is undesirable in the Company’s interests or the good order of the AGM.

If enough shareholders act together to make requests under sections 527 and 528 of the Companies Act 2006 (all references are to this Act), the Company may have to publish on its website a statement setting out any matter relating to the audit of its accounts or any circumstance connected with its auditors ceasing to hold office. The Company cannot make shareholders, requesting this, pay its expenses in complying with these sections. It has to forward the statement to its auditors before it publishes the statement. The business which may be dealt with at the AGM includes any such statement.

Shareholders meeting the threshold and time limit set out in sections 338 and 338A can make the Company give its members notice of a resolution and/or include in the business to be dealt with at the AGM any matter which may be properly included in that business.

Shares

The total number of issued and fully paid ordinary shares of 5p each at 9 May 2013, the latest practicable (business) date before the publication of this document, was 8,151,227,029, carrying one vote each. The total number of voting rights in the Company at that date was 7,882,904,006 (excluding treasury shares).

Documents

Copies of all service contracts and letters of appointment between the directors and the Company are available for inspection during business hours at the registered office of the Company on any weekday (but not on public holidays) and will also be available for inspection at the AGM venue from 10am on the day of the meeting until the end of the meeting.

Your directors believe that the proposals set out in Resolutions 1 to 20 are in the best interests of shareholders as a whole and unanimously recommend that you vote in favour of all these resolutions. They intend to do so in respect of their own beneficial holdings.

By order of the Board

Dan Fitz

Secretary

81 Newgate Street

London EC1A 7AJ

9 May 2013

Time and place of meeting

11am on Wednesday 17 July 2013 at

Edinburgh International Conference Centre,

The Exchange, 150 Morrison Street

Edinburgh, EH3 8EE

You can find further information about the venue at www.eicc.co.uk

Who may attend

If you are on the BT Group Register of Members at 6pm on 15 July 2013, you are entitled to attend, speak and vote at the AGM. If you are unable to attend the meeting, you can appoint another person (a proxy) to attend the meeting, speak, and/or vote on your behalf. This can be done online at www.sharevote.co.uk or by post. Online or postal proxy appointment and voting instructions must be received by our Registrars, Equiniti, by 11am on Monday 15 July 2013. The number of shares you hold at the above register deadline will decide how many votes you or your proxy(ies) will have on a poll. You can find more information about appointing a proxy in the notes on the enclosed AGM admission card/proxy card.

If you are joint shareholders, all of you can attend and speak at the meeting. If more than one joint holder votes, only the vote of the first shareholder listed on the Register of Members will be counted.

We may, at our discretion, admit guests who are accompanying shareholders. We will admit to the meeting anyone accompanying a shareholder who is in a wheelchair, or is otherwise in need of assistance.

Admission

Please bring your AGM admission card/proxy card or email notification with you to help with identification, and keep it until the end of the meeting to vote. You may also find it helpful to bring this document with you, in order to refer to it at the meeting.

Those attending will not be permitted to hand out leaflets or pamphlets in the venue.

Security

For security reasons and to speed up admission, please do not bring suitcases, large bags, cameras, laptops or tape recorders. If you do, we may ask you to deposit them in a secure property store for collection after the meeting.

Mobile devices

Please ensure that you switch off mobile devices during the meeting.

Shareholders with disabilities

We will have available the following facilities:

— sound amplification

— induction loop

— sign language interpretation.

The venue is wheelchair accessible.

Refreshments

We will have tea and coffee available before, but not during, the meeting. We will hand you a voucher on arrival, which you can use to obtain light refreshments after the meeting.

Questions

The Chairman will answer questions you may have about any of the resolutions. If you wish to ask a question, please make your way to a Question Registration Point where someone will help you. To be fair to other shareholders who want to ask a question, you are requested not to register more than one question. A question must be relevant to the business of the meeting otherwise it will not be registered. If you have a question on an individual customer service issue, we will direct you to a Customer Help Desk. The Chairman cannot deal with individual service issues.

Voting

Votes on all matters except procedural issues will be taken on a poll.

At the end of the meeting, we will ask you to vote on the resolutions set out in this document. You will be invited to complete your AGM admission card/proxy card by placing a cross in one of the boxes alongside each resolution and place it in a voting box as you leave the auditorium.