SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6 - K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act 1934

Report on Form 6-K dated May 27, 2011

BT Group plc

(Translation of registrant’s name into English)

BT Centre
81 Newgate Street
London EC1A 7AJ
England
(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ           Form 40-F o

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o           No þ

Enclosure: Summary financial statement & notice of meeting 2011

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 27, 2011

3			Financial summary
4			Chairman’s message
6			Summary financial statement
8			Directors’ report
10			Board of Directors
12			Auditors’ statement
13			Notice of meeting
18			Appendix 1: BT all-employee share plans
22			Appendix 2: BT Executive Portfolio
25			AGM information
28			Contact BT

In this document, references to ‘BT Group’, ‘BT’, ‘the group’, ‘the Company’, ‘we’ or ‘our’ are to BT Group plc (which includes the activities of British Telecommunications plc) and its subsidiaries and lines of business, internal service units, or any of them as the context may require.

References to ‘a year’ are to the financial year ended 31 March of that year, eg, ‘2011’ refers to the year ended 31 March 2011, except in relation to our super-fast fibre-based broadband roll-out plans which are based on calendar years, not financial years. Unless otherwise stated, all non financial statistics are at 31 March 2011 except BT Infinity customer numbers which are at 6 May 2011.

This document is important and requires your immediate attention, so please read it straight away. If you have any doubts about what action you need to take, you should consult your independent financial adviser. If you have sold or transferred all of your shares you should pass this booklet and accompanying documents to the person through whom the sale or transfer was effected, for them to forward to the purchaser or transferee.

2011

2010

Change

Revenue

adjusteda

£20,076m

£20,911m

ê4%

reported

£20,076m

£20,859m

ê4%

EBITDAb

adjusteda

£5,886m

£5,639m

é4%

reported

£5,557m

£5,162m

é8%

Profit before taxation

adjusteda

£2,083m

£1,735m

é20%

reported

£1,717m

£1,007m

é71%

Earnings per share

adjusteda

21.0p

17.3p

é21%

reported

19.4p

13.3p

é46%

Proposed full year dividend

7.4p

6.9p

é7%

Free cash flow

adjusteda

£2,223m

£2,106m

é£117m

reportedc

£2,011m

£1,933m

é£78m

Net debt

£8,816m

£9,283m

ê£467m

		Adjusted revenuea								Adjusted EBITDAa,b
		2011				2010		d		2011				2010		d
For the year ended 31 March		£m				£m				£m				£m
BT Global Services			8,047				8,513				593				457
BT Retail			7,748				8,124				1,784				1,777
BT Wholesale			4,210				4,592				1,316				1,353
Openreach			4,930				5,164				2,132				1,960
Other and intra-group items			(4,859	)			(5,482	)			61				92
Group totals			20,076				20,911				5,886				5,639

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     3

Last year we set out our plans for returning BT to growth in 2013. This year has been one of progress against these plans, but it has not been without challenges. Financially, however, we have delivered or exceeded our promises, improving both profitability and cash generation.

We expect to continue to grow our profits and free cash flow whilst investing to return BT to growth. These results show we are making progress but we are well aware there remains a lot more to do.

As we stated in 2010, the Board is committed to progressive dividends over the period to 2013, while balancing the need to invest in the business, reduce our debt and support the pension fund. Taking these considerations into account, the Board is proposing a final dividend of 5.0p, giving a total dividend for the year of 7.4p, up 7% over last year.

Broadband is a critical service for people and businesses in the UK. The Government aspires to seeing the UK become the best European country for broadband by 2015. BT is doing a great deal to make sure this aspiration becomes a reality. We start from a high base, with around 99% of UK premises already enjoying access to copper broadband, the best availability of all of the G8 countries. This year we extended our ADSL2+ copper broadband service, offering speeds of up to 20Mbps, to over 65% of UK premises.

We are also investing £2.5bn in our super-fast fibre-based broadband network. It already makes significantly enhanced speeds available to more than 4m premises, and we intend to extend this to two thirds of UK premises by the end of 2015. We aim to go further and bring fibre to homes and businesses in the ‘final third’ of the UK, provided that investment and regulatory conditions remain favourable and that we are able to use funds made available by Government to support roll-out to rural areas. We are delighted to have taken part in winning tenders which are seeing fibre extended throughout Northern Ireland and Cornwall.

BT’s networks are open to communications providers on wholesale terms. We continue to push for regulatory reform, so that, for example, we can purchase more TV and movie content at fair prices, just as pay TV providers can access our network at regulated prices.

Our investment represents just one aspect of our commitment to the UK economy, which we also support through employment and paying and collecting taxes of around £3bn per year.

Across the world BT is investing to deliver excellent service to customers. We will continue to focus our investment next year on the Asia Pacific region, where many of our largest customers are looking to expand.

Internationally, we want regulation to level the playing field so that we can compete efficiently for the benefit of customers. We work for open and fair wholesale access to fixed and mobile telecoms networks to drive competition. We have seen some progress. In the US, the Federal Communications Commission has launched an investigation on access. In the EU, measures have been adopted that will offer greater regulatory consistency for fibre networks and internet policy. I was pleased that the EU and US Government recently agreed a series of pro-competitive regulatory principles to advocate globally.

We strongly believe that to be a better business our corporate and social responsibilities must remain at the heart of what we do. So we have added ‘being a responsible and sustainable business leader’ to our strategic priorities.

Through our formal volunteering programme BT people have given a lot of time to community initiatives over the past year, with over 49,000 days volunteered. We are also participating in the UK’s Work Inspiration campaign, led by Business in the Community, to help bridge the gap between the classroom and employment.

We have a range of measures to limit BT’s energy use and emissions. To help our customers reduce their impact on the environment we have launched a building energy management product in Spain, a smart grid offer in North America and a smart metering partnership in the UK.

•		Full year results in line with or ahead of our outlook for the year
•		Revenue of £20bn
•		Profit before tax of £1,717m, up 71%
•		Earnings per share of 19.4p, up 46%
•		Net debt reduced to £8.8bn, after pension deficit payments of £1.0bn in the year
•		Free cash flowa of £2.2bn, nearly trebled from two years ago
•		Proposed final dividend of 5.0p, up 9%, giving a full year dividend of 7.4p, up 7%

We maintained gold sector status in the Dow Jones Sustainability Index and ‘Platinum Plus’ level in the Business in the Community Corporate Responsibility Index.

I am personally committed to our agenda and chair the Board Committee for Sustainable & Responsible Business.

I was delighted to welcome two outstanding non-executive directors to the Board this year. Nick Rose, joined us from Diageo, where he was previously finance director. He brings a wealth of experience in international operations. Jasmine Whitbread, chief executive of Save the Children International, also joined us. She has extensive experience of public companies and charitable organisations and a deep understanding of the importance of corporate responsibility in building a sustainable global business model.

Directors appointed since the last AGM have to retire at this meeting. Therefore, Nick Rose and Jasmine Whitbread will automatically retire and be proposed for election. The Board has decided that all other directors will stand for re-election in accordance with the UK Corporate Governance Code (the Code), with the exception of Clay Brendish. Following a nine year term as a director, Clay’s current appointment comes to an end on 31 August 2011 when he will retire from the Board, therefore he will not stand for re-election at the AGM. Clay has been a great asset and we have particularly valued his IT industry experience. I would like to thank him for his contribution over so many years.

Carl Symon completed nine years service in January 2011. In accordance with the Code, the Board assessed Carl’s independence and concluded that Carl remains a valuable and effective independent non-executive director and demonstrates the highest commitment to the role.

Following an evaluation of the Board. I reviewed the performance of each director and have found that each of them makes an effective contribution to the deliberations of the Board and continues to demonstrate commitment to the role. My own performance was reviewed by the Senior Independent Director in face to face meetings.

The biographies of all directors are set out on pages 10 and 11.

We are also asking you to pass five resolutions in relation to our all-employee share plans, and the executive portfolio. The existing plans will expire later this year and we wish to continue to have use of the plans on substantially the same terms. We are therefore seeking approval to renew the plans for a further 10 years.

Your vote is important to the good governance of your Company. If you are not going to be at the AGM, and you want to vote on any of the resolutions, please complete and return the enclosed proxy form to our Registrars, Equiniti.

You can find an online audio version of this document at www.bt.com/annualreport You will also find there an online version of our Annual Report & Form 20-F, our full statutory accounts, and Forward, our online shareholder magazine.

I am convinced that the focus and determination of the Board, management and our people will enable us to deliver our plans to make BT a better business with a better future.

Sir Michael Rake
Chairman

11 May 2011

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     5

for the year ended 31 March

		Before specific items				Specific items		a		Total				Total
		2011				2011				2011				2010
		£m				£m				£m				£m
Revenue			20,076				–				20,076				20,859
Operating profit			2,907				(329	)			2,578				2,123
Net finance expense			(845	)			(79	)			(924	)			(1,158	)
Share of post tax profit of associates and joint ventures			21				–				21				54
Profit (loss) on disposal of interest in associate			–				42				42				(12	)
Profit before taxation			2,083				(366	)			1,717				1,007
Taxation			(452	)			239				(213	)			22
Profit for the year			1,631				(127	)			1,504				1,029
Earnings per share											19.4p				13.3p
Adjusted earnings per share											21.0p				17.3p
Proposed dividends per share											7.4p				6.9p

for the year ended 31 March

		2011				2010		a
		£m				£m
Regulatory settlement – revenue			–				52
Profit on disposal of a business			–				(2	)
BT Global Services restructuring charges			192				301
Property rationalisation costs			88				121
Intangible asset impairment charges			49				–
Costs associated with settlement of open tax years			–				5
Net specific operating costs			329				425
Net interest expense on pensions			79				279
Interest income on settlement of open tax years			–				(11	)
(Profit) loss on disposal of interest in associate			(42	)			12
Impact of renegotiated supply contracts on associate			–				(29	)
Net specific items charge before tax			366				728
Tax credit on specific items above			(72	)			(190	)
Tax credit on re-measurement of deferred tax			(172	)			–
Tax charge (credit) in respect of settlement of open tax years			5				(230	)
Net specific items charge after tax			127				308

for the year ended 31 March

		2011				2010
		£m				£m
Net cash inflow from operating activities			4,566				4,825
Net cash outflow from investing activities			(2,183	)			(2,775	)
Net cash used in financing activities			(3,499	)			(1,714	)
Effect of exchange rate changes			(3	)			(7	)
Net (decrease) increase in cash and cash equivalents			(1,119	)			329
Cash and cash equivalents at the start of the year			1,444				1,115
Cash and cash equivalents at the end of the year			325				1,444
Free cash flow
Net cash inflow from operating activities			4,566				4,825
Add back pension deficit payments			1,030				525
Net purchase of property, plant and equipment			(2,630	)			(2,480	)
Purchase of non-current financial assets			(18	)			–
Dividends received from associates and joint ventures			7				3
Net interest paid			(944	)			(940	)
Reported free cash flowa			2,011				1,933
Net cash outflow from specific items			212				173
Adjusted free cash flow			2,223				2,106

at 31 March

		2011				2010
		£m				£m
Property, plant and equipment			14,623				14,856
Other non-current assets			4,986				7,539
Current assets			3,931				6,285
Current liabilities			(7,031	)			(10,420	)
			16,509				18,260
Non-current liabilities			14,558				20,886
Parent shareholders’ equity (deficit)			1,925				(2,650	)
Non-controlling interests			26				24
			16,509				18,260

This summary financial statement was approved by the Board of Directors on 11 May 2011 and was signed on its behalf by:

Sir Michael Rake		Ian Livingston		Tony Chanmugam
Chairman		Chief Executive		Group Finance Director

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     7

Chairman Sir Michael Rake

Executive directors Ian Livingston, Chief Executive, Tony Chanmugam, Group Finance Director, Gavin Patterson, Chief Executive, BT Retail.

Non-executive directors Tony Ball, Clayton Brendish, J Eric Daniels, Rt Hon Patricia Hewitt (Senior Independent Director), Phil Hodkinson, Nick Rose, Carl G Symon and Jasmine Whitbread.

Your Board is committed to operating in accordance with best practice in business integrity and ethics, whilst maintaining the highest standards of financial reporting and corporate governance. The directors consider that BT has, throughout the year, complied with the provisions set out in Section 1 of the 2008 Combined Code on Corporate Governance and applied the main principles of the Code.

The Code was replaced in May 2010 by the UK Corporate Governance Code for financial years beginning on or after 29 June 2010. During 2011 we have sought to implement its provisions early as appropriate.

This is a summary of the full Report on directors’ remuneration in the Annual Report, a copy of which is available on request or at www.bt.com/annual report The full report will be voted on at the 2011 Annual General Meeting.

The Remuneration Committee agrees the framework for the remuneration of the Chairman, executive directors and certain senior executives. It also approves changes in the Company’s executive share plans, recommends to the Board any changes which require shareholder approval and oversees their operation.

The policy for executive pay is for base salaries to be below the median of our comparator group, while setting stretching goals for the annual bonus (including deferred shares) and the long-term incentive shares. It is only in return for sustained and excellent performance that the remuneration package will deliver upper quartile rewards. Executive remuneration packages for 2012 comprise a mix of basic salary and performance-related remuneration.

		Chief		Executive
		Executive		Directors
Base salary		This is reviewed annually by
		the Remuneration Committee.
		Salaries will increase in 2012.
Annual cash		Target 125%		Target 100%
bonus		salary; max		salary; max
		200% salary		150% salary
Deferred bonus (in shares)*		Target 125% salary: max 200% salary		Target 75%   salary: max   112.5% salary
Total bonus		Target 250%		Target 175%
		salary; max		salary; max
		400% salary		262.5% salary
Incentive		2.5 x salary		2 x salary
shares**

Source: Datastream

The graph shows the relative TSR performance of BT and the FTSE 100 over the past five years.

The notice of termination for the Chairman’s and executive directors’ contracts is 12 months by BT and six months by the director. Non-executive directors have three-year letters of appointment terminable on three months’ notice. All board appointments are subject to automatic termination in the event of a director not being re-elected by the shareholders at the AGM.

Directors’ remuneration

The total remuneration paid to the Board in the year was £6,882,000 (2010: £7,071,000). The emoluments of the Chairman and executive directors for 2011 and the benefits received under the long-term incentive plans were, in summary, as follows:

						Pension,
		Total				allowance
		salary				net of				Annual												Deferred Sharesb
		and				pension				bonus				Total				Total
		benefits				contribution		a		cash				2011				2010				2011				2010
		£000				£000				£000				£000				£000				£000				£000
Sir Michael Rakec			638				—				—				638				670				—				—
I Livingstonb			912				32				1,415				2,359				2,105				1,415				1,206
T Chanmugam			535				151				604				1,290				1,109				453				346
G Patterson			551				104				645				1,300				1,133				484				365
			2,636				287				2,664				5,587				5,017				2,352				1,917
Termination payments
H Lalanid															612				131
															6,199				5,148

There were no gains on the exercise of share options in 2011 (2010 – Nil). The value of shares which vested under BT’s executive share plans in 2011 was £518,000 (2010 – £656,000).

Non-executive directors

Total payments to non-executive directors during the year were £683,000 (2010 – £747,000). At 1 April 2011, there were eight non-executive directors. Non-executive directors receive an annual fee of £62,000. There is an additional fee for membership of a Board committee of £5,000 per year and a further £5,000 for chairing a committee, with the exception of the Audit & Risk Committee, for which the membership fee is £15,000 and the additional chairmanship fee is £15,000 and the Nominating & Governance Committee for which the membership fee is £7,500. In addition, the membership fee for the Remuneration Committee is £10,000 and the additional chairmanship fee is £10,000. Carl Symon receives an additional fee of £72,500 as chairman of the Equality of Access Board (a Board Committee).

Pensions

Sir Michael Rake and Ian Livingston are not members of any of the Company pension schemes. For Ian Livingston the Company paid £234,750 into a personal pension plan plus a cash payment of £32,250 as the balance of his pension allowance. Tony Chanmugam is a member of the BT Pension Scheme but has opted out of future pensionable service accrual. Tony Chanmugam received a cash payment of £151,250. Gavin Patterson received a cash payment of £104,160 and £52,080 was paid into the BT Retirement Saving Scheme.

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     9

            

1. Sir Michael Rake, Chairman

Sir Michael was appointed to the Board as Chairman on 26 September 2007. He also chairs the Nominating & Governance Committee and the Committee for Sustainable & Responsible Business and is a member of the Pension Scheme Performance Review Group. He was formerly chairman of KPMG International from 2002 to 2007, and previously held other roles in KPMG from 1972.

He is chairman of easyJet, a non-executive director of Barclays, where he chairs the audit committee, McGraw Hill and the Financial Reporting Council. Sir Michael’s other appointments include vice-president of the RNIB, membership of the board of the TransAtlantic Business Dialogue, the CBI International Advisory Board and the National Security Forum. A Chartered Accountant, he was knighted in 2007 for his services to the accountancy profession. Aged 63.

2. Ian Livingston, Chief Executive

Ian Livingston was appointed as Chief Executive on 1 June 2008. He chairs the Operating Committee and is a member of the Pension Scheme Performance Review Group. He was formerly Chief Executive of BT Retail from 7 February 2005 and Group Finance Director from April 2002. Before joining BT, he was group finance director of Dixons Group from 1997. He joined Dixons in 1991 after working for 3i Group and Bank of America International. His experience at Dixons spanned a number of operational and financial roles, both in the UK and overseas. He is a non-executive director of Celtic and chairman of the audit committee. He is a Chartered Accountant. Aged 46.

3. Tony Chanmugam, Group Finance Director

Tony Chanmugam was appointed to the Board on 1 December 2008 as Group Finance Director and is a member of the Operating Committee. He was formerly Chief Financial Officer of BT Retail and Managing Director of BT Enterprises and, from 1997 to 2004, he was Chief Financial Officer and then Chief Operating Officer of BT Global Solutions. Tony was appointed a non-executive director and chairman of the audit committee of Barnet and Chase Farm Hospital Trust in April 2010. He is a Chartered Management Accountant. Aged 57.

4. Gavin Patterson, Chief Executive, BT Retail

Gavin Patterson was appointed to the Board on 1 June 2008 as Chief Executive BT Retail and is a member of the Operating Committee. He is also a member of the Committee for Sustainable & Responsible Business. He was formerly Managing Director, Consumer Division, BT Retail. He is a non-executive director of British Airways. Before joining BT, he was managing director of the consumer division of Telewest. Aged 43.

Tony Ball was appointed to the Board on 16 July 2009. He is a member of the Remuneration and the Nominating & Governance Committees. He has held senior executive positions in broadcasting and telecommunications businesses in the UK, US and continental Europe. From 1999 to 2003 he was chief executive of BSkyB. He is chairman of the supervisory board of Kabel Deutschland. He is also a board member of the Olympic Delivery Authority London 2012 and a non-executive director of the Spanish cable company ONO. Aged 55.

Clay Brendish was appointed to the Board on 1 September 2002. He is a member of the Audit & Risk and the Nominating & Governance Committees, and the Committee for Sustainable & Responsible Business. He is non-executive chairman of Anite, SThree, and Echo Research and non-executive director of Herald Investment Trust. He is also a trustee of Economist Newspapers. Prior to his retirement in 2001, Clay was executive deputy chairman of CMG having joined the board when it acquired Admiral. Clay was co-founder and executive chairman of Admiral. He also acted as an adviser to the Government on the efficiency of the Civil Service. Aged 64.

            

Eric Daniels was appointed to the Board on 1 April 2008. He is a member of the Remuneration and the Nominating & Governance Committees. He was group chief executive of Lloyds Banking Group (formerly Lloyds TSB Group) until March 2011 having been a director since 2001. Immediately prior to joining Lloyds TSB Group, he was chairman and chief executive of Zona Financiera. Eric worked for Citibank from 1975 to 2000, becoming chief operating officer of Citibank’s consumer bank, then chairman and chief executive of Travelers Life and Annuity following its merger with Citibank. Aged 59.

Patricia Hewitt was appointed to the Board on 24 March 2008 and became Senior Independent Director in July 2009. She chairs the Remuneration Committee and the Pension Scheme Performance Review Group and is a member of the Audit & Risk and the Nominating & Governance Committees. Patricia stepped down as an MP at the 2010 election. She joined Groupe Eurotunnel SA as an independent non-executive director in May 2010. She was Secretary of State for Health from 2005 to 2007 and previously Trade and Industry and Cabinet Minister for Women from 2001 to 2005. Before entering Parliament in 1997, she was director of research EMEA at Andersen Consulting (now Accenture) and deputy director of the Institute for Public Policy Research. A British and Australian dual national, she is aged 62.

Phil Hodkinson was appointed to the Board on 1 February 2006. He is chairman of the Audit & Risk Committee and is a member of the Nominating & Governance Committee, the Committee for Sustainable & Responsible Business and the Pension Scheme Performance Review Group. He is a non-executive director of HM Revenue & Customs, Travelex, Resolution and Business in the Community, and a trustee of Christian Aid and BBC Children in Need. Prior to his retirement in 2007, Phil’s roles included group finance director of HBOS, chairman of Insight Investment and Clerical Medical, and chief executive of Zurich Life and Eagle Star Life. He is a Fellow of the Institute of Actuaries. Aged 53.

Nick Rose was appointed to the Board on 1 January 2011 and is a member of the Audit & Risk Committee. He has been a non-executive director of BAE Systems since February 2010 and retired as group finance director of Diageo in October 2010, having been on the board since joining in 1999. Prior to Diageo, Nick was a member of the board of GrandMet and in his early career spent 11 years with Ford Finance in a number of different roles. Nick was appointed chairman of Edwards Vacuum on 24 March 2011. Aged 53.

Carl Symon was appointed to the Board on 14 January 2002, and appointed chairman of the Equality of Access Board when it became operational on 1 November 2005. He is a member of the Audit & Risk and the Remuneration Committees. He retired from IBM in May 2001 after a 32-year career, during which he held senior executive positions in the US, Canada, Latin America, Asia and Europe. Carl is a non-executive director of BAE Systems and Rexam. He was formerly chairman of the HMV Group and a non-executive director of Rolls-Royce. A US national, he is aged 65.

Jasmine Whitbread was appointed to the Board on 19 January 2011 and is a member of the Committee for Sustainable & Responsible Business. She was appointed chief executive of Save the Children International in 2010, having joined Save the Children in 2005. Jasmine held positions with Oxfam until 2005 and prior to this served as a managing director of Thomson Financial based in the US. A British and Swiss dual national, she is aged 47.

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     11

We have examined the Summary financial statement which comprises the Summary group income statement, Summary group cash flow statement and Summary group balance sheet as set out on pages 6 to 7 and the directors’ report, including the Summary report on directors’ remuneration as set out on pages 8 to 9.

The directors are responsible for preparing the BT Group plc Summary financial statement & notice of meeting in accordance with applicable 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 Summary financial statement & 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 428 of the Companies Act 2006 and the regulations made thereunder. We also read the other information contained in the BT Group plc Summary financial statement & 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. The other information comprises only the Financial summary, the Chairman’s message and the other items listed on the contents page. This statement, including the opinion, has been prepared for and only for the company’s members as a body in accordance with section 428 of the Companies Act 2006 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.

We conducted our work in accordance with Bulletin 2008/3 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, the Report of the directors and the Report on directors’ remuneration.

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 2011 and complies with the applicable requirements of section 428 of the Companies Act 2006, and the regulations made thereunder.

PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, London, United Kingdom 11 May 2011

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 2011 (‘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.

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 2011 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 2011 was unqualified and does not contain any statement under section 498(2) (accounting records or returns inadequate or accounts or directors’ remuneration report not agreeing with records or returns) or section 498(3) (failure to obtain necessary information and explanations) of the Companies Act 2006 and the auditors’ statement in that Annual Report under section 496 (whether directors’ report is consistent with accounts) of that Act was unqualified.

Forward-looking statements — caution advised

Please see the cautionary statement about forward-looking statements on page 162 in the Annual Report, available as described in the previous note.

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11.00am on Wednesday 13 July 2011 at
Old Billingsgate
1 Old Billingsgate Walk
London
EC3R 6DX

10.00am               Doors open to shareholders

11.00am             Meeting commences

1.00pm approx Meeting ends

You can find further information about the venue at: www.oldbillingsgate.co.uk

If you are on the BT Group Register of Members at 6.00pm on 11 July 2011, you have the right to attend, speak and vote at the AGM. If you are unable to attend the meeting, you can appoint another person (a proxy) to attend the meeting, speak, and/or vote on your behalf. This can be done online or by post. The number of shares you hold at the above register deadline will decide how many votes you or your proxy(ies) will have on a poll. For more information about appointing a proxy, please read the notes on the enclosed Proxy Card.

If you are joint shareholders, all of you can attend and speak at the meeting. If more than one joint holder votes, only the vote of the first shareholder listed on the Register of Members will be counted.

Non-shareholders (who are accompanying shareholders) will be admitted at the discretion of the Company. Anyone accompanying a shareholder who is in a wheelchair, or is otherwise in need of assistance, will be admitted to the meeting.

Votes on all matters except procedural issues will be taken on a poll.

Please bring your AGM Admission Card/Proxy Card or email notification with you, as it will speed your admission, and keep it until the end of the meeting. You may also find it useful to bring this leaflet with you, in order to refer to it at the meeting.

Please note that those attending will not be permitted to hand out leaflets or pamphlets in the venue.

For security reasons and to speed up admission, please do not bring suitcases, large bags, a camera, laptop computer or tape recorder. If you do, you may be asked to deposit them in a secure property store for collection after the meeting.

Please ensure that mobile devices are switched off during the meeting.

The following facilities will be available:

•		sound amplification
•		induction loop
•		sign language interpretation.

The venue is wheelchair accessible. There is accessible parking in the Tower Hill Corporation of London car park nearby. There are designated spaces for wheelchair users in the auditorium.

If you have any questions about access requirements, please e-mail the venue customer service manager at: info@oldbillingsgate.co.uk

Tea and coffee will be available before, but not during, the meeting. We will hand you a voucher on arrival, which will entitle you to light refreshments served after the meeting.

The Chairman will answer questions you may have about any of the resolutions. If you wish to ask a question, please make your way to a question registration point where someone will help you. To be fair to other shareholders who want to ask a question, you are requested not to register more than one question which must be relevant to the business of the meeting otherwise it will not be registered. If you have a question on an individual customer service issue, you will be directed to a Customer Help Desk. The Chairman cannot deal with individual service issues.

At the end of the meeting, you will be asked to vote on the resolutions set out in this booklet. You will be invited to complete your AGM Admission Card/Proxy Card by placing a cross in one of the boxes alongside each resolution.

BT GROUP PLC SUMMARY FINANCIAL STATEMENT & NOTICE OF MEETING 2011     25

26

Shareholder Helpline — for general enquiries call:

Freefone 0808 100 4141

(+44 121 415 7178 from outside the UK)

Textphone 0800 169 6907

(+44 121 415 7028 from outside the UK).

E-mail

bt@equiniti.com (this is the only e-mail address you can use for the purpose of contacting BT about general queries to do with the AGM).

Post

(please include a daytime telephone number) Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

Useful links

The Annual Report for 2011, together with this Summary financial statement & notice of meeting, which contains other information required by section 311A of the Companies Act 2006, is available on our website at www.bt.com/annualreport You can request a printed copy of the Annual Report for 2011 and future years, free of charge, by getting in touch with us. You may also find the following links useful:

Sign up as an e-shareholder

www.bt.com/signup

On-line shopping with BT
www.shop.bt.com

BT’s shareholder magazine, Forward
www.bt.com/forward

BT’s Sustainability report
www.bt.com/sustainabilityreport

Information for shareholders
www.btplc.com/sharesandperformance/shareholders

BT news and media
www.btplc.com/news

About BT
www.btplc.com/thegroup

BT Group plc

Registered office: 81 Newgate Street, London EC1A 7AJ
Registered in England and Wales No. 4190816

Produced by BT Group

Printed in England by Pindar plc. Printed on Amadeus 50% Recycled Offset which is made from 50% de-inked, post-consumer waste and 50% virgin fibre.

www.bt.com

PHME 61906

The Company (references to ‘Company’ include BT Group plc and British Telecommunications plc) collects and processes information provided by you, or on your behalf, which relates to you as an individual shareholder or as a participant in EasyShare or other scheme or plan. This information (which is your personal data) includes your name and contact details, the votes you cast and the Reference Number attributed to you by the Company. The Company may process your personal data for the purposes of compiling and updating the Company records, fulfiling its legal obligations, processing the shareholder rights you exercise, and contacting you with shareholder information and related communications. The Company may engage a third party to do this (for example our Registrars, Equiniti) who may process your personal data on the Company’s behalf.