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Independent
Auditors' statement to the members of BT Group plc
We have
examined the Summary financial statement which comprises
the Summary group income statement,
Summary group
cash flow statement and Summary
group balance sheet, the Summary
Report on directors' remuneration and the Summary
directors' report.
Respective
responsibilities of directors and auditors
The
directors are responsible for preparing the BT Group
plc Annual Review and Notice of Meeting in accordance
with United Kingdom law.
Our responsibility is
to report to you our opinion on the consistency of the
Summary financial statement within the BT Group plc
Annual Review and Notice of Meeting with the full annual
financial statements, the Report of the directors and
the Report on directors' remuneration, and its compliance
with the relevant requirements of section 251 of the
Companies Act 1985 and the regulations made thereunder.
We also read the other
information contained in the BT Group plc Annual Review
and Notice of Meeting and consider the implications
for our statement if we become aware of any apparent
misstatements or material inconsistencies with the Summary
financial statement.
This statement, including the opinion, has been prepared for and only for the company's members as a body in accordance with section 251 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this statement is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Basis of opinion
We conducted our work in accordance with Bulletin 1999/6, 'The auditors' statement on the summary financial statement' issued by the Auditing Practices Board. Our reports on the company's full annual financial statements describe the basis of our audit opinions on those financial statements and the Report on directors' remuneration.
Opinion
In our
opinion the Summary financial statement is consistent
with the full annual financial statements, the Report
of the directors and the Report on director's remuneration
of BT Group plc for the year ended 31 March 2007 and
complies with the applicable requirements of section
251 of the Companies Act 1985, and the regulations made
thereunder.
PricewaterhouseCoopers
LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
16 May 2007
(a) The maintenance
and integrity of the BT Group plc web site is the responsibility
of the directors; the work carried out by the auditors
does not involve consideration of the matters and, accordingly,
the auditors accept no responsibility for any changes
that may have occurred to the full annual statement
or the summary financial statement since they were initially
presented on the web site.
(b) Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Important
note
This
summary financial statement is a summary of information
contained in BT’s Consolidated financial statements,
Report of the Directors and Report on directors’
remuneration as set out in the BT Group plc Annual Report
& Form 20-F (‘Annual Report’). It does
not contain sufficient information to allow for as full
an understanding of the results of the group and state
of affairs of the company or the group and of their
policies and arrangements concerning directors’
remuneration as would be provided by the Annual Report.
It is not the company's statutory accounts as required to be delivered
to the registrar under s242 of the Companies Act 1985. Those statutory
accounts are expected to be delivered to the registrar on 30 May 2007.
Also, for the company’s disclosure on any significant
ways in which the company’s corporate governance
practices differ from those followed by US companies
under NYSE listing standards, please see page 53 of
the Annual Report. Shareholders who would like more
detailed information may obtain a copy of the full Annual
Report for 2007 and/or future years, free of charge,
by calling our Shareholder Helpline on Freefone 0808
100 4141 (+44 121 415 7178 from outside the UK) or can
view it online at www.bt.com/annualreport
The auditors’
report on the full annual accounts for the year ended
31 March 2007 is unqualified and does not contain any
statement under Section 237(2) (accounting records or
returns inadequate or accounts or directors’ remuneration
report not agreeing with records or returns) or Section
237(3) (failure to obtain necessary information and
explanations) of the Companies Act 1985.
Forward-looking
statements – caution advised
Certain statements
in this summary financial statement are forward-looking
and are made in reliance on the safe harbour provisions
of the US Private Securities Litigation Reform Act of
1995. These statements include, without limitation,
those concerning: expectations regarding progressive
dividend policy and dividend payout ratio; the proposed
share buy back programme; cutting CO2 emissions; deficit
payments to the pension scheme and being positioned
for success.
Although BT believes
that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance
that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed
or implied by these forward-looking statements.
Factors that could
cause differences between actual results and those implied
by the forward-looking statements include, but are not
limited to: material adverse changes in economic conditions
in the markets served by BT; future regulatory actions
and conditions in BT’s operating areas, including
competition from others; selection by BT of the appropriate
trading and marketing models for its products and services;
technological innovations, including the cost of developing
new products, networks and solutions and the need to
increase expenditures for improving the quality of service;
prolonged adverse weather conditions resulting in a
material increase in overtime, staff or other costs;
timing of entry and profitability of BT in certain communications
markets; developments in the convergence of technologies;
the anticipated benefits and advantages of new technologies,
products and services, including broadband and other
new wave initiatives, not being realised; significant
changes in market shares for BT and its principal products
and services; fluctuations in foreign currency exchange
rates and interest rates; and general financial market
conditions affecting BT’s performance. Certain
of these factors are discussed in more detail in the
Annual Report including, without limitation, in Group
risk factors. BT undertakes no obligation to update
any forward-looking statements whether as a result of
new information, future events or otherwise.
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