You have the right to attend, speak and vote at the Annual General Meeting if you are on the BT Group share register at 6.00 pm on 10 July 2006.
     If you are not attending the meeting, you may appoint by post, fax, over the internet or by telephone, someone else as your “proxy” to attend the meeting and/or vote on your behalf. The number of shares you hold as at the above register deadline will decide how many votes you or your proxy will have if there is a poll. For more information about appointing a proxy, please read the explanatory notes on the enclosed Proxy Card.

TIME AND PLACE OF MEETING
Time – 10.30 am on 12 July 2006. Doors open at 9.30 am to the shareholder helpdesk, for questions and queries, and to the reception area which will include a display of BT’s services.

Place – The Barbican Hall, Barbican Centre, Silk Street, London EC2Y 8DS. A map and travel information are below.

IF YOU ARE COMING TO THE MEETING
You can register your intention to attend over the internet (see note 3 on the Proxy Card), or by calling the telephone number given for appointing proxies (see note 4 on the Proxy Card). You can also sign the enclosed AGM Intention to Attend Card (if you did not receive this Notice electronically) and return it. No stamp is required if posting within the UK, even if you use an envelope.

ADMISSION CARD/PROXY CARD
Please bring your Admission Card/Proxy Card as it will speed your admission, and keep it until the meeting ends. You may also find it helpful to bring this Annual Review & Notice of Meeting 2006 with you, in order to refer to it at the meeting.

JOINT SHAREHOLDERS
All joint shareholders may attend and speak at the meeting. However, only the first shareholder listed on the Register of Members is entitled to vote.

QUESTIONS
Before voting takes place on each resolution, shareholders will have the opportunity to ask questions. If you wish to ask a question, please make your way to a question point where someone will help you.

AGM VENUE

VENUE ARRANGEMENTS

ADMISSION
For security reasons and to speed up admission, it would be helpful if you did not bring suitcases or large bags, cameras, laptop computers or tape recorders. You may otherwise be required to deposit them in a secure property store for collection after the meeting.

SMOKING
Smoking will not be permitted in the auditorium.

MOBILE PHONES
Please ensure mobile phones or pagers are switched off during the meeting.

REFRESHMENTS
Tea and coffee will be available in the reception area before the meeting. Light refreshments will be served after the meeting.

SHAREHOLDERS WITH DISABILITIES
The following facilities will be available

Anyone accompanying a shareholder in need of assistance will be admitted to the meeting.

HOW TO GET THERE
The Barbican Centre is located in the heart of the City of London at Silk Street, London EC2Y 8DS and is accessible by rail, underground and road.

If you travel by train
The nearest rail stations are Liverpool Street, Farringdon and Blackfriars. First Capital Connect services (formerly Thameslink) serve Barbican and Moorgate.

If you travel by Underground
The nearest Underground stations are Barbican, on the Circle, Metropolitan and Hammersmith & City lines and Moorgate, on the Circle, Metropolitan, Northern and Hammersmith & City lines (see map below). Other Underground stations nearby are St Paul’s, Bank, Liverpool Street and Mansion House.

If you travel by bus
Bus Route 153 stops outside the Barbican in Silk Street. Starting from outside Liverpool Street Station, it runs daily to the Barbican, Angel and Finsbury Park. Many other services run near the Barbican.

If you travel by car
The Barbican is clearly signposted and has four car parks. Two are off Beech Street (westbound access only) and two are off Silk Street near the main entrance. All car parks have a height restriction of 6’1” (1m 85). If the Barbican car parks are full, alternative parking is available in Aldersgate Street.
Shareholders will be responsible for the cost of their own parking and also the London Congestion Charge.