Takeover Directive disclosure

Following the implementation of the EU Takeover Directive by certain provisions of the 2006 Act, we are required to make additional disclosures. A number of these disclosures can be found elsewhere in this Report as set out below:

green_arrow structure of BT’s share capital including the rights and obligations attaching to the shares;
green_arrow restrictions on the transfer of BT shares and voting rights;
green_arrow significant direct or indirect shareholdings; and


appointment and replacement of directors;
The disclosures which are not covered elsewhere in this Report include the following:
green_arrow BT has two employee share ownership trusts which hold BT shares for the purpose of satisfying awards made under the various employee share plans. The trustee of the BT Group Employee Share Investment Plan may invite participants on whose behalf it holds shares to direct it how to vote in respect of those shares, and if there is an offer for the shares or other transaction which would lead to a change of control of BT, participants may direct it to accept the offer or agree to the transaction. In respect of shares held in the BT Group Employee Share Ownership Trust, the trustee abstains from voting those shares, and if there is an offer for the shares the trustee is not obliged to accept or reject the offer but will have regard to the interests of the participants, may consult them to obtain their views on the offer and may otherwise take the action with respect to the offer it thinks fair;
green_arrow we are not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights;
green_arrow proxy appointment and voting instructions must be received by the registrars not less than 48 hours before a general meeting;
green_arrow the amendment of BT’s articles of association requires shareholder approval in accordance with legislation in force from time to time;
green_arrow the powers of the directors are determined by UK legislation and the articles of association. They are authorised to issue and allot shares, and to undertake purchases of BT shares subject to shareholder approval at the AGM;
green_arrow we are not party to any significant agreements that take effect, alter or terminate upon a change of control following a takeover; and
green_arrow following the changes to the Board anounced in April 2008, we do not have any agreements with directors or employees providing for compensation for loss of office or employment that occurs because of a takeover.


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