Auditors'statement

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 and the Summary report on directors'remuneration.

Respective responsibilities of directors and auditors
The directors are responsible for preparing the BT Group plc Annual Review & 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 & 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 under that section.

We also read the other information contained in the BT Group plc Annual Review & 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 directors'remuneration of BT Group plc for the year ended 31 March 2008 and complies with the applicable requirements of section 251 of the Companies Act 1985, and the regulations made under that section.

PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
14 May 2008

(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 only a summary of the 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 2008 ('Annual Report'). It contains additional information derived from the Report of the Directors in the Annual Report, and does not contain the full text of that Report of the Directors. 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 section 242 of the Companies Act 1985. Those statutory accounts are expected to be delivered to the registrar on 29 May 2008.
     A copy of the Annual Report can be viewed online at www.bt.com/annualreport Shareholders may obtain a copy of the full Annual Report for 2008 and future years, free of charge, by calling our Shareholder Helpline on Freefone 0808 100 4141 (if overseas on +44 121 415 7178) or by e-mailing bt@equiniti.com
     The auditors'report on the Annual Report for the year ended 31 March 2008 was 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
Please see the cautionary statement about forward looking statements in the 2008 Annual Report, available as described in the previous note.

Takeover Directive disclosure
     As a result of the EU Takeover Directive, we have to make additional disclosures in the Report of the Directors in the Annual Report. There we set out where this information can be found elsewhere in the Annual Report (eg the structure of BT's share capital, including rights and obligations attaching to the shares) or provide details on the matters not covered elsewhere, including:

arrow BT has two employee share ownership trusts, the trustees of which have specified duties in respect of voting and takeover bids;  
   
arrow the powers of the directors are determined by UK law and the articles of association;  
   
arrow BT is not party to any significant agreements that are triggered on a takeover; and  
   
arrow following the changes to the Board announced in April 2008, there are no provisions for director or employee compensation that are triggered on a takeover.

 

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