Notice of Meeting  
     
  The 2008 Annual General Meeting of BT Group plc will be held at the Barbican Centre, Silk Street, London EC2Y 8DS at 10.30 am on Wednesday 16 July 2008 to consider the following:  
 
     
     
  Ordinary business
Resolutions 1 to 11 will be proposed as ordinary resolutions.
 
     
  Resolution 1
That the accounts and reports of the directors and the auditors for the year ended 31 March 2008 be received.
By law, the directors have to present these accounts and reports contained in the Company’s Annual Report to the meeting.
 
     
  Resolution 2
That the directors’ remuneration report for the year ended 31 March 2008 be approved.
The directors have to ask shareholders to vote on the report on directors’ remuneration. It is summarised on pages 17 to 19 of this document. The full report, in the Annual Report, can be found at www.bt.com/annualreport
 
     
  Resolution 3
That the final dividend of 10.4 pence per share recommended by the directors be declared to be payable on 15 September 2008 to holders of ordinary shares registered at the close of business on 22 August 2008.
The final dividend declared cannot exceed the amount recommended by the directors.
 
     
  Resolutions 4 to 9: directors
Additional biographical details of each director referred to in resolutions 4 to 9 are contained on pages 14 and 15.
Under our articles of association (‘articles’) all directors have to retire every three years at an Annual General Meeting. This is to comply with the Combined Code on Corporate Governance. As a result, two directors must retire at this year’s meeting and are proposed by the Board for re-election.
 
     
  Resolution 4
That Hanif Lalani be re-elected as a director.
Hanif Lalani was appointed to the Board as Group Finance Director on 7 February 2005.
 
     
  Resolution 5
That Carl Symon be re-elected as a director.
Carl Symon was appointed to the Board as a non-executive director on 14 January 2002.
 
     
  Resolutions 6 to 9: election of directors
The articles require any director appointed by the Board to retire at the Annual General Meeting following appointment.
 
     
  Resolution 6
That Sir Michael Rake be elected as a director.
Sir Michael was appointed to the Board as Chairman on 26 September 2007.
 
     
  Resolution 7
That Gavin Patterson be elected as a director.
Gavin Patterson was appointed to the Board as Chief Executive, BT Retail as of 1 June 2008.
 
     
  Resolution 8
That J Eric Daniels be elected as a director.
Eric Daniels was appointed to the Board as a non-executive director on 1 April 2008.
 
     
  Resolution 9
That the Rt Hon Patricia Hewitt MP be elected as a director.
Patricia Hewitt was appointed to the Board as a non-executive director on 24 March 2008.
 
 
  Resolution 10
That 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.
 
     
  Resolution 11
That the directors be authorised to decide the auditors’ remuneration.
This resolution follows standard practice.
 
     
  Special business
The following resolution will be proposed as an ordinary resolution.
 
     
  Resolution 12
That the authority and power conferred on the directors in relation to the Section 80 Amount by Article 74 of the Company’s articles of association be renewed until 15 October 2009 and for that period the Section 80 Amount will be £127 million.
The articles give a general authority to the directors to allot unissued shares, which is subject to renewal by shareholders. The directors will be able to issue new shares up to a nominal value of £127 million (the Section 80 Amount) which is equal to approximately 33% of the issued share capital (excluding treasury shares) of the Company at the date of this Notice. See the notes to Resolution 14 for more information on treasury shares.
 
     
  The following two resolutions will be proposed as special resolutions.  
     
  Resolution 13
That the authority and power conferred on the directors by Article 74 of the Company’s articles of association be:
 
     
  (a) extended to any sale of shares which the Company may hold as treasury shares; and
  (b) renewed until 15 October 2009; and for that period the Section 89 Amount will 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:  
     
  arrow for cash, up to an amount representing approximately 5% of the issued share capital (including treasury shares) at the date of this Notice, approximately 420 million shares; or
  arrow in connection 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.
     
       There are no current plans to allot shares except in connection with the Company’s employee share plans. Over a three year rolling period this disapplication will not exceed 7.5% of issued share capital. References to ‘allot’ in this note include the sale of treasury shares. The authorities sought by Resolutions 12 and 13 will last for 15 months until 15 October 2009, although the directors intend to seek renewal of these powers at each Annual General Meeting.  
       This will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by allotting shares.  
     
  Resolution 14
That the Company be generally and unconditionally authorised to make market purchases (as defined in section 163 of the Companies Act 1985) of shares of 5p each in the Company, subject to the following conditions:
 
  (a) the maximum number of shares which may be purchased is 774 million shares;
  (b) the minimum price (excluding expenses) which may be paid for each share is 5p;
  (c) the maximum price (excluding expenses) which the Company may pay for each share cannot be more than the higher of:
    (i) 105% of the average market value of a share in the Company for the five business days prior to the day the purchase is made; and  
    (ii) the value of a share in the Company calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; or (b) the highest current independent bid for, any number of shares in the Company on the trading venues where the purchase is carried out; and  
  (d)  this authority will expire at the close of the Annual General Meeting of the Company held in 2009, or if earlier, 15 October 2009, 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.  
   
  The directors would like the Company to continue to have the flexibility to buy its own shares. This resolution renews the Company’s authority to buy its own shares on similar terms to previous years’ authorities, except to reflect recent regulatory changes. It would be limited to 774 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.
     Shares purchased by the Company out of distributable profits could be held as treasury shares, which could then be cancelled, sold for cash or used to meet the Company’s obligations under its employee share plans.
     During the 2008 financial year, 540 million shares were purchased (6.4% of the share capital) for a consideration of £1,498 million, at an average price of £2.78 per share. At 14 May 2008 53 million treasury shares had been transferred to meet the Company’s obligations under its employee share plans and at that date, the Company still held 657 million treasury shares which is equal to 8.5% of the issued share capital (excluding treasury shares) in issue at that date.
     The Company’s 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.
     The authority sought by this resolution will end by 15 October 2009, although the directors intend to seek renewal of this power at each Annual General Meeting.
     At 14 May 2008, there were options outstanding over 326 million shares (of which options over 281 million shares were in respect of options granted under the savings related share option plans), representing 4.2% of the Company’s issued share capital (excluding treasury shares). If the authority given by this resolution were to be fully used, these would represent 4.7% of the Company’s issued share capital (excluding treasury shares). There are no warrants outstanding.
 
       
  The following resolution will be proposed as an ordinary resolution.  
       
  Resolution 15
  That British Telecommunications plc, a wholly-owned subsidiary of the Company, be authorised to make political donations to political:  
  (a) parties and/or independent election candidates not exceeding £75,000 in total; and  
  (b) organisations other than political parties not exceeding £25,000 in total  
  during the period beginning with the date of the 2008 Annual General Meeting and ending at the conclusion of the day on which the 2009 Annual General Meeting is held.

The Company’s continuing policy is that no company in the group will make contributions in cash or kind (including loans) to any political party. However, the definition of political donations used in the Companies Act 2006 (‘2006 Act’) 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 have been carried out on an even-handed basis over a four-year period, 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 2006 Act requiring companies to obtain shareholder authority relating to political parties and/or political organisations as defined in that Act. This year’s resolution refers to independent election candidates, due to the new 2006 Act. 
     During the 2008 financial year, the Company’s wholly-owned subsidiary, British Telecommunications plc, spent £29,989 on expenditure related to last year’s political donation resolution.
 
   
  Register of Members and proxies  
  Only shareholders on the Register of Members at 6.00 pm on 14 July 2008 are entitled to attend and vote at the AGM. As a shareholder entitled to attend and vote, you can appoint another person as your proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You may appoint more than one proxy in relation to the meeting, provided you appoint each proxy to exercise the rights attached to a different share or shares held by you. A proxy need not be a shareholder of the Company. On a poll, the number of shares held by you as a shareholder at 6.00 pm on 14 July 2008 will decide the number of votes that you may cast.  
     
  Nominated Persons  
  Unless you are a shareholder you do not have a right to appoint any proxies under the procedures set out above, or referred to under the heading “AGM information” below.  
 

     You may nevertheless have a right under an agreement between you and a shareholder of the Company who has nominated you to have information rights (‘Relevant Shareholder’):

 
     
  arrow to be appointed, or to have someone else appointed, as a proxy for the meeting; or  
  arrow to give instructions to the Relevant Shareholder on the exercise of voting rights.  
     
      If you are uncertain about your rights or about your investment you should contact the person or organisation that administers that investment.  
     
  Shares  
  The total number of issued and fully paid ordinary shares of 5p each at 14 May 2008, the latest practicable (business) date before the publication of this document, was 8,401,227,029. The total number of voting rights in the Company at that date was 7,744,377,765 (excluding treasury shares).  
     
  By order of the Board  
     
  Andrew Parker  
  Secretary  
  81 Newgate Street  
  London  
  EC1A 7AJ  
  14 May 2008  
     
  Documents  
  Copies of all service contracts and contracts of appointment between the directors and the Company are available for inspection during business hours at the registered office of the Company on any weekday (but not on public holidays). They will also be available for inspection at the Annual General Meeting venue from 9.30 am on the day of the meeting until the end of the meeting.  
       Your directors believe that the proposals in Resolutions 1 to 15 are in the best interests of shareholders as a whole 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.  
     
     
  If you are not coming to the meeting Webcast  
  The speeches by the Chairman, Sir Michael Rake, and our new Chief Executive, Ian Livingston, will be broadcast live on the internet at www.bt.com/btagm2008  
  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. After the AGM you will be able to view a recording of the speeches.  
     
  Sound  
     

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