BT : Notice of meeting 2022

BT Group plc

Notice of meeting 2022

We connect for good

Welcome to the BT Group plc Notice of meeting 2022

This document is important and requires your immediate attention.

If you have any doubts about what action you need to take, you should consult your professional independent adviser. If you have sold or transferred all of your shares in BT Group plc, you should pass this document and accompanying documents to the person through whom you sold or transferred them, to forward to the purchaser or transferee.

Throughout the Notice of meeting look out for:

More reading in this document

More reading online

In this document, references to 'BT Group' and 'the group' are to BT Group plc comprising its subsidiaries, customer-facing units and internal corporate units. A reference to a year expressed as FY22 is to the financial year ended 31 March 2022; FY23 is to the financial year ending 31 March 2023 and so on.

Contents

Participating in the AGM	1
Chairman's letter	2
Board of directors	6
Notice of meeting	10
AGM information	18
Contact information	28

Introduction

1

Participating in the

Annual General Meeting (AGM)

Where and when will the

AGM be held

The Vox Conference Venue

Resorts World, Birmingham B40 1PU

and

web.lumiagm.com/101-280-977at 2:00pm on Thursday 14 July 2022

What is the format of the AGM

The 2022 AGM will once again be a combined physical and electronic meeting (hybrid meeting). Shareholders who are unable or do not wish to attend the AGM in person are encouraged to attend the meeting electronically.

What health and safety measures will be in place

For the safety of others, if you have symptoms of a respiratory infection, such as Covid-19, and you have a high temperature or do not feel well enough to go to work or carry out normal activities, you are advised to stay at home and avoid contact with other people.

We will ask you to comply with any health and safety measures we put in place and may refuse entry if you do not comply with these.

How to attend the AGM

• Attending the AGM electronically: see pages 22 to 25 for how to join
• Attending the AGM in person: see page 26 for how to get to the venue

If you plan to attend the AGM in person, you are asked to register your intention

1. via our website bt.com/agm;
2. when you submit your vote online at sharevote.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.

For details of how to vote at the AGM: see pages 19 and 20.

How to ask questions

For details of how to ask questions at the AGM: see page 19.

At the date of this Notice of meeting, there are no UK Government restrictions in place relating to Covid-19 that would prevent the AGM going ahead or significantly affect the arrangements for the meeting.

If circumstances change that require us to adapt our proposed arrangements for the AGM, we will advise of this via our website bt.com/agm and, where appropriate, by way of a stock exchange announcement.

BT Group plc Notice of meeting 2022

2

Chairman's letter

The strategic and operational progress BT Group has made in FY22 would be more than satisfactory in any year but in the context of the current extraordinary economic backdrop, it is particularly impressive. When I joined BT Group at the end of 2021, I was often asked why I'd chosen to lead

a company that, for all its impressive strengths, can feel like a procession of challenges.

My answer was that getting it right here matters. BT Group is central to the UK's economy, public services and security. And it's at the heart of family and professional life for millions of people.

That role is not a given right. As Philip describes in his letter in the Annual Report 2022, we are now sharply focused on network investment and ever-better customer service. We're modernising both what we do and how we do it, aligned to the UK Government and Ofcom agenda of transforming the UK's digital infrastructure.

This is a uniquely complex task - which is my other reason for joining the group. It will take a number of years and resolute focus.

Building for the long term

Much of business, politics and media tend to run on shorter loops than jobs like this. But the truth is we are in the early stages of a mammoth and long-term transformation programme. Our task is not only to make sure BT Group evolves as a truly world class telecoms leader, but that it develops its role within the ever- shifting technology landscape.

We are up to speed - rolling out fibre faster and cheaper than ever and already reaching more than half the population with 5G. My focus is making sure we keep this momentum and stay the course. Better to do the job properly than pretend it's a quick win.

The past couple of years have seen the group prove its mettle, rising to the role of critical national telecommunications provider, keeping people working and families connected, and underpinning vital public services.

BT Group plc Notice of meeting 2022

As we build back from the economic damage of the pandemic and cope with inflation, supply chain constraints and shifting geopolitics, our role is vital for the country's future. BT Group is already responsible for generating £1 in every £75 produced in the UK economyª. The new networks we and others are building will yield a national productivity gain of around £229bnb.

It is those fibre and 5G networks that, rightly, take the headlines. But the challenges we face are much wider. Connecting places is a yardstick but it is connecting people that will yield a return on our once-in-a-generation investment. And while doing that we must strive for ever-better customer service, building trust and confidence in everything we do.

Building a modern BT Group

Our digitisation agenda runs through

the group. New platforms and services - for businesses as well as individuals - must be matched by a concerted drive for backroom efficiency. I have been highly impressed by our colleagues' expertise and dedication to this transition. It is of course a human as well as technical process. We will continue to develop our skills base, recruiting and training the brightest, whilst reskilling our colleagues

to stay competitive.

We are digitising both BT Group and the services we offer, but we must leave no one behind. It's why our full fibre build of 25m homes will include access for a guaranteed 6.2m rural homes. It's why we make sure connectivity is financially accessible to all through our social tariffs, and why we're supporting vulnerable customers by freezing those tariff prices in 2022.

1. Regeneris for BT, 2021.
2. FTTP £59bn productivity gains to the UK if delivered by 2025 (Source: Centre for Economics and Business Research) - 5G a further £170bn benefit. (Source: FCCG report for DCMS).

Chairman's letter

3

For all our best efforts and intentions, we won't always get it right. We saw that this year with the move to digital voice services - where not enough caution on our part caused real anxiety to some of our most vulnerable customers.

Pausing that programme was the right thing to do to learn lessons and improve the experience for customers. But at the same time, we must keep leading the UK's digital transition, explaining both practical necessities and advantages to customers - like the value of digital telephony in tackling scam calls.

This year we published BT Group's Manifesto to capture how we'll grow our business in

a responsible, inclusive and sustainable way, meeting our purpose to connect for good.

It sets bold goals for the social and environmental impact of our work (see page 32 in our Annual Report 2022). As chairman, I am determined to make sure we use it not as an exercise in saying the right things but as a basis for action.

Board changes

The first job for any incoming chairman is to judge whether the right strategy and management are in place. I am certain that Philip and his executive team have the vision and experience for the task.

As part of ongoing succession planning

and in light of the tenure of our longer serving non-executive directors and the changes to the Board over the last few years, together with the Nominations Committee, I have undertaken a comprehensive review of the Board's composition in line with the group's strategy and the opportunities and challenges we face, to examine how we can strengthen the Board for the future. Reflecting on this review and feedback from the FY22 Board and committee evaluation, it is recognised that we need to enhance the Board's technology and digital capabilities given the group's focus on digital and legacy platform transformation. We are therefore in the process of searching for additional non-executive directors, with at

BT Group plc Notice of meeting 2022