2006 Annual General Meeting of BT Group plc will be held
at the Barbican Hall, Barbican Centre, Silk Street, London
EC2Y 8DS, at 10.30 am on Wednesday 12 July 2006 to consider
the accounts and reports of the directors and the auditors
for the year ended 31 March 2006 be received.
requires the directors to present to the meeting these accounts
and reports contained in the Companys Annual Report.
That the directors remuneration report for the year
ended 31 March
2006 be approved.
directors have to ask shareholders to vote on this report
on directors remuneration. It is summarised in the
Summary report on directors'
remuneration. The full report, in the Annual Report,
is on the Companys website at www.bt.com/annualreport,
or is sent to shareholders if requested.
That the final dividend of 7.6 pence per share recommended
by the directors be declared payable on 11 September 2006
to holders of ordinary shares registered at the close of
business on 18 August 2006.
final dividend declared cannot exceed the amount recommended
by the directors.
4-6: RE-ELECTION OF DIRECTORS
the Companys articles of association (articles),
in compliance with the Combined Code on Corporate Governance,
all directors have to retire every three years at an Annual
General Meeting. As a result, three directors must retire
at this years Annual General Meeting and are proposed
by the Board for re-election.
Sir Anthony Greener be re-elected as a director.
Anthony was appointed to the BT Board on 1 October 2000.
He was appointed Joint Deputy Chairman and Chairman of the
Audit Committee on 1 January 2001. He is the senior independent
director. He became Deputy Chairman and Chairman of the
Remuneration Committee on 18 July 2001 and is also a member
of the Nominating Committee. He was formerly chairman of
Diageo plc, the drinks and food group created by the merger
of Guinness plc and Grand Metropolitan plc. Prior to completion
of this merger, he was chairman and chief executive of Guinness
Anthony is chairman of the Qualifications and Curriculum
Authority and sits on the board of United Learning Trust.
Maarten van den Bergh be re-elected as a director.
was appointed to the BT Board on 1 September 2000. He chairs
the Pension Scheme Performance Review Group and is a member
of the Audit, Remuneration and Nominating Committees. He
is chairman of Akzo Nobel Supervisory Board and a non-executive
director of British Airways and Royal Dutch Shell, and was
chairman of Lloyds TSB Group until 11 May 2006. Prior to
his retirement in July 2000, Maarten was president of the
Royal Dutch Petroleum Company and vice chairman of its committee
of managing directors from July 1998, having been appointed
a managing director of the Royal Dutch Shell Group of companies
in July 1992.
A Dutch national, he is aged
Clayton Brendish be re-elected as a director.
Brendish was appointed to the Board on 1 September 2002.
He is a member of the Audit and Community Support Committees.
Clay is non-executive director and external chairman of
Meteorological Office Board; non-executive chairman of Anite,
Close Beacon Investment Fund and Echo Research; a trustee
of Economist Newspapers and Foundation for Liver Research
and a non-executive director of Herald Investment Trust.
Prior to his retirement in May 2001, he was executive deputy
chairman of CMG having joined the board when it acquired
was co-founder and executive chairman of Admiral, incorporated
in 1979. He has also acted as an adviser to the Government
on the efficiency of the Civil Service, working as an advisor
to the Chancellor of the Duchy of Lancaster and the Office
of Public Services on their respective Next Steps Agencies.
7-8: ELECTION OF DIRECTORS
articles require any director appointed by the Board to
retire at the Annual General Meeting following appointment.
Matti Alahuhta be elected as a director.
Alahuhta was appointed to the Board on 1 February 2006.
He is a member of the Remuneration Committee. He has been
president of Kone Corporation, one of the worlds largest
elevator manufacturers, since January 2005 and a director
since 2003. He worked previously at Nokia Corporation for
more than 20 years, where his most recent roles were: executive
vice president and chief strategy officer; president, Nokia
mobile phones; and president telecommunications. He is foundation
board chairman of the International Institute for Management
Development (IMD), one of the leading global management
schools, and chairman of Technology Industries of Finland
A Finnish national, he is
Phil Hodkinson be elected as a director.
Hodkinson was appointed to the Board on 1 February 2006.
He is a member of the Audit and Community Support Committees.
He is group finance director of HBOS plc and chairman of
Insight Investment. A Fellow of the Institute of Actuaries,
he was formerly chairman of Clerical Medical Investment
Group and Halifax Financial Services, and previously chief
executive of Zurich Life and Eagle Star Life. He is a non-executive
director of Business in the Community and chairman of the
HBOS Foundation (the groups charitable arm).
PricewaterhouseCoopers LLP be reappointed auditors of the Company, to hold
office until the conclusion of the next general meeting at which accounts
are laid before the Company.
proposes the reappointment of PricewaterhouseCoopers
LLP as the Companys auditors.
directors be authorised to decide the auditors remuneration.
resolution follows standard practice. If passed, the directors will
decide how much the auditors should be paid.
following resolution will be proposed as an ordinary resolution.
the authority and power conferred on the directors in relation to the Section
80 Amount by Article 74 of the Companys articles of association be
October 2007 and for that period the Section 80 Amount shall be £137
The articles give
a general authority to the directors to allot unissued shares, which is subject
to renewal by shareholders.
directors will be able to issue new shares up to a nominal value of £137
million (the Section 80 Amount), which is equal to approximately 33% of the
issued share capital (excluding treasury shares) of the Company as at the
date of this Notice.
the notes to Resolution 13 for more information on treasury shares.
following two Resolutions will be proposed as special resolutions.
the authority and power conferred on the directors by Article 74 of the Companys
articles of association be:
to any sale of shares which the Company may hold as treasury shares; and
11 October 2007;
for that period the Section 89 Amount shall be £21 million.
| This resolution
renews the authority given to directors to allot equity securities without
needing to offer these shares to existing shareholders first:
up to an amount representing approximately 5% of the issued share capital
(including treasury shares) as at the date of this Notice; or
with a rights issue defined in summary as an offer of equity securities
to shareholders which is open for a period decided by the Board subject
to any limits or restrictions that the Board thinks are necessary or appropriate.
no current plans to allot shares except in connection with the Companys
employee share plans. References to allot in this note
include the sale of treasury shares.The authorities sought by Resolutions
11 and 12 will last for 15 months until 11 October 2007, although the
directors intend to seek renewal of these powers at each Annual General
will ensure that the directors continue to have the flexibility to act in the
best interests of shareholders, when opportunities arise, by allotting shares.
Company be generally and unconditionally authorised to make market
purchases (within the meaning of Section 163(3) of the Companies Act
1985) of shares of 5p each in the Company, subject to the following
maximum number of shares which may be purchased is 834 million shares;
||the minimum price which may be paid for each share is 5p;
|the maximum price which may be paid for each share is an amount equal to 105% of the average of the middle market quotations of a share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and
||this authority will expire at the close of the Annual General Meeting of the Company held in 2007, or if earlier, 11 October 2007 (except in relation to the purchase of shares, the contract for which was concluded before the expiry of this authority and which might be executed wholly or partly after that expiry).
directors would like the Company to continue to have the flexibility to
buy its own shares. This resolution renews the Companys authority
to buy its own shares in similar terms to previous years authorities.
It would be limited to 834 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.
purchased by the Company out of distributable profits may be held as treasury
shares, which may then be cancelled, sold for cash or used to meet the Companys
obligations under its employee share plans.
the 2006 financial year, 166 million shares were purchased
(1.9% of the share capital) for a total consideration of £360
million, at an average price of £2.17 per share. As
at 17 May 2006, 22 million treasury shares had been transferred
to meet the Companys obligations under its employee
share plans and as at that date, the Company still held 290
million treasury shares which is equal to 3.5% of the issued
share capital (excluding treasury shares) in issue as at that
Companys current intention is to hold any shares purchased 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.
authority sought by this resolution will end by 11 October 2007, although the
directors intend to seek renewal of this power at each Annual General Meeting.
at 17 May 2006, there were options outstanding over 465 million shares (of which
options over 279 million shares were in respect of options granted under the
savings related share option plans), representing 5.6% of the Companys
issued share capital (excluding treasury shares). If the authority given by this
resolution were to be fully used, these would represent 6.2% of the Companys
issued share capital (excluding treasury shares). There are no warrants outstanding.
following resolution will be proposed as an ordinary resolution.
Telecommunications plc, a wholly-owned subsidiary of the Company, be
authorised to make donations to EU (European Union) political organisations,
not exceeding £100,000 in total, during the period beginning
with the date of the 2006 Annual General Meeting and ending at the
conclusion of the day on which the 2007 Annual General Meeting is held.
continuing policy is that no company in the group shall make contributions
in cash or kind (including loans) to any political party. Arrangements are
in place to implement this policy. However, the definition of political donations
used in the Companies Act 1985 is very much broader than the sense in which
these words are ordinarily used. It covers activities such as making MPs
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. These activities are carried out on an even-handed basis related broadly
to the major political parties electoral strength. The authority we
are requesting in this resolution is not designed to change the above policy.
It will, however, ensure that the group acts within the provisions of the
Companies Act 1985 requiring companies to obtain shareholder authority before
they can make donations to EU political organisations (which includes UK
political parties) as defined in the Act. During the 2006 financial year,
the Companys wholly-owned subsidiary, British Telecommunications plc,
on the Register of Members at 6.00 pm on 10 July 2006 are entitled
to attend and vote. A shareholder entitled to attend and vote is entitled
to appoint a proxy or proxies to vote on his or her behalf. A proxy
need not be a shareholder of the Company. On a poll, the number of
shares held by each shareholder at 6.00 pm on 10 July 2006 will decide
the number of votes that the shareholder may cast.
of the Board
81 Newgate Street
vote is important. If you are not coming to the meeting
you can cast your vote online, by telephone, by fax,
or by returning the proxy card
YOU ARE NOT COMING TO THE MEETING
The speeches by the Chairman, Sir Christopher Bland, and
the Chief Executive, Ben Verwaayen, will be broadcast live
on the internet at www.bt.com/btagm2006
Questions and voting on the business of the meeting will
not be broadcast. If you intend to view the webcast, you
should visit this site before the meeting to check that
you will be able to view it on your computer, and also whether
you need any additional software.
The following documentation, which is available for inspection during
business hours at the registered office of the Company on any weekday
(public holidays excluded), will also be available for inspection at
the place of the Annual General Meeting from 9.30 am on the day of the
meeting until the conclusion of the meeting:
register of interests of directors (and their families) in the share capital
of the Company;
of all service contracts and contracts of appointment between the directors
and the Company; and
copies of the documentation made available to shareholders using electronic
communication, including the Annual Report and Form 20-F 2006 and the Annual
Review & Notice of Meeting 2006.
directors believe that the proposals in Resolutions 1 to 14 are in the
best interests of both the Company and its shareholders and unanimously
recommend that you vote in favour of all these resolutions. The directors
intend to do so in respect of their own beneficial holdings.
the webcast live on the internet at www.bt.com/btagm2006
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