Corporate governance report 2026

BT Group plc Annual Report 2026 73 Corporate governance report

CORPORATE GOVERNANCE REPORT

In respect of the year ended 31 March 2026,

BT Group plc was subject to the Code published by the Financial Reporting Council (FRC) on 22 January 2024 (available at frc.org.uk). The Code applies to financial years beginning on or after 1 January 2025 (with the exception of Provision 29, which applies to financial years beginning on or after 1 January 2026).

The Board confirms that BT Group has fully applied all the principles and complied with all the provisions

of the Code throughout the year as set out below.

1. Board leadership and company purpose

A: Leadership, long-term sustainable success, generating value for shareholders and contributing to wider society

B: Purpose, values, strategy and culture C: Board decisions and their outcomes in

the context of strategy and objectives

D: Effective engagement with shareholders and stakeholders

E: Workforce policies and practices

18-39, 63-71, 75-79,

84-85

18-39, 74, 80-85

74, 80-81, 84-85

32-39, 82-85

34-36, 40-41, 80-84,

96, 110, 118-119

2. Division of responsibilities

F: Leadership of the Chairman

G: Board composition and clear division of responsibilities

H: Role and time commitment of Non-Executive Directors

I: Policies, processes, information, time and resources, and support of the Company Secretary

74, 76-77

8-9, 75-79

76-79, 89, 109

75, 79-80, 87, 89,

115

1. Composition, succession and evaluation

   J: Board appointment process and effective succession planning

   K: Board and Committee skills, experience, knowledge and tenure

   L: Annual Board and individual director evaluation

2. Audit, risk and internal control

M: Independence and effectiveness of internal and external audit functions

N: Fair, balanced and understandable assessment of the company's position and prospects

87-90

76-79, 87-90

86, 90

91-96

81, 93, 113

O: Procedures to manage risk, oversee internal control framework and determine the nature and extent of principal risks

5. Remuneration

P: Remuneration policies and practices Q: Procedure for developing policy on

executive, director and senior

management remuneration

R: Independent judgement and discretion in remuneration outcomes

54-62, 91-96,

114-115

98-101

98-112

99, 103

We're committed to delivering on our ultimate ambition to be the UK's most trusted connector of people, business and society.

We're focused on growing sustainable value for all our stakeholders and the communities we operate in, through effective Board leadership, strong corporate governance and a clear understanding of the broader telecommunications market.

Contents

Chairman's governance letter 74

Our governance framework 75

Board of directors and division of responsibilities 76

Board leadership and company purpose 80

• Role of the Board 80

• Board focus in FY26 81

• Workforce engagement 82

  Section 172 statement 84

  Board composition, succession and evaluation 86

• Board and Committee performance review 86

• Board induction and training 87

• Nominations Committee Chair's report 88

  Audit, risk and internal control 91

• Audit & Risk Committee Chair's report 91

  Responsible Business Committee Chair's report 97

  Report on directors' remuneration 98

• Remuneration Committee Chair's letter 98

• Remuneration at a glance 101

• Annual remuneration report 102

• Remuneration in context 110

Statement of directors' responsibilities 113

Report of the directors 114

BT Group plc Annual Report 2026 74 Corporate governance report

‌This year, the Board continued to focus on governing the group effectively and making decisions to better deliver for our customers, colleagues, owners and the country.

This Corporate governance report outlines how the Board has governed the group over the past year, including the discussions and decisions that have been made to better deliver for customers, colleagues, owners and the country.

Upholding fairness, openness and transparency in serving our stakeholders and creating long-term, sustainable value continues to be the Board's core objective.

This year, we report against the Code. We're committed to applying the principles of the Code and I can confirm that we have complied with all the provisions.

Our Section 172 statement explains how the Board has discharged its duties during the year - see pages 84 and 85.

Under the terms of the Relationship Agreement with Bharti Televentures UK Limited (Bharti), the Board approved the appointment of Sunil Bharti Mittal and Gopal Vittal as Non-Independent,

Non-Executive Directors, and as nominated representatives of Bharti, with effect from 15 September 2025. Both Sunil and Gopal have brought extensive telecoms experience, strengthening the Board's breadth of expertise.

As previously announced, Patricia Cobian will join the Board as Chief Financial Officer (CFO) Designate and an Executive Director on 20 July 2026, and succeed Simon Lowth as CFO on 1 September 2026. Patricia will bring substantial telecoms and transformation experience and will be an excellent addition to the Board and the business. I'd like to take this opportunity to thank Simon for his outstanding contribution, leadership and commitment over the past ten years.

Diversity remains a priority for the Board and the group, and is a focus of all Board succession planning. Two of our senior Board positions defined under the UK Listing Rules are held by women - Allison Kirkby as Chief Executive and Dame Ruth Cairnie as Senior Independent Director. This will increase to three when Patricia Cobian becomes CFO. From this point, the Board will also comprise 42.9% female directors. We recognise the 40% target set externally and within our Board Diversity and Inclusion Policy.

With effect from 1 June 2026, the Board approved a number of changes to our governance framework as follows:

• with responsible business now being embedded within our strategic priorities, governance of this activity will transition from the Responsible Business Committee to a model where oversight sits with the Board, with specific topics monitored by the Audit & Risk Committee and the Remuneration Committee

• the creation of two new working groups to support our digital, workforce and cultural transformation - the Technology Working Group and the Workforce Working Group, with both Board and Executive Committee membership

• the appointment of Sir Alex Chisholm and Sara Weller as additional Designated Non-Executive Directors for Workforce Engagement

• the appointment of Maggie Chan Jones as a member of the Remuneration Committee.

The annual Board and Committee performance review, facilitated by Lintstock Limited, delivered positive outcomes. Actions have also been taken on last year's focus areas - see page 86.

This year, as a result of Allison and her leadership team gathering feedback from our colleagues through the Big Conversation, Your Say engagement surveys and other engagement channels, a new and measurable set of behaviours was introduced. These are: customer first, challenger, committed, clear and connected, and are designed to embed a one team with a customer first delivery culture, in support of our strategy.

Our culture is now centred on these behaviours and their adoption aims to influence the speed of our decision-making and the way problems are solved, so that we can deliver for our stakeholders. A cultural transformation plan is in place to embed these behaviours into day-to-day habits and routines - see page 34.

As the Designated Non-Executive Director for Workforce Engagement throughout the year, Maggie Chan Jones continued

to engage with our colleagues through a structured programme of activities - see pages 82 and 83. Maggie shared her experiences and insights through regular updates to the Board, bringing the perspectives of our workforce into the boardroom.

We remain committed to inclusion and wellbeing, recognising how this enables high performance. This year's gender, ethnicity and disability representation can be found on page 35.

I would like to thank all our colleagues for their continued commitment and for living our behaviours every day. As always, I look forward to working with my fellow directors in the year ahead.

Adam Crozier Chairman

20 May 2026

BT Group plc Annual Report 2026 75 Corporate governance report

‌Key decisions and matters reserved to the Board, including the group's long-term strategy and priorities, are outlined in our governance framework, which is reviewed regularly. This ensures there is clarity on who has the authority to make key decisions. The Chairman and Chief Executive can also bring any item they deem necessary to the Board for discussion.

The Board is supported by Committees in making decisions or recommendations on delegated matters, in line with each Committee's terms of reference.

Each Committee is comprised solely of Non-Executive Directors and is led by an experienced Chair. Meetings are structured to encourage open discussion and thorough consideration of proposals.

Certain matters are also reserved for decision by the Chief Executive.

Our governance framework as at 31 March 2026 is below.

Responsible for the stewardship of the group, overseeing its conduct and affairs to deliver on our strategic objectives and creating long-term success to generate sustainable value for our shareholders and considering the interests of other stakeholders. The Board has established certain Committees to assist in discharging its responsibilities and delegates day-to-day responsibilities to the Chief Executive.

AUDIT & RISK COMMITTEE

Audit & Risk Committee Chair's report on pages 91 to 96

NOMINATIONS COMMITTEE

Nominations Committee Chair's report on pages 88 to 90

REMUNERATION COMMITTEE

Remuneration Committee Chair's letter and Report on directors' remuneration on pages 98 to 112

RESPONSIBLE BUSINESS COMMITTEE

Responsible Business Committee Chair's report on page 97

National Security and Investigatory Powers Committee | National Security Committee The National Security and Investigatory Powers Committee and its sub-committee, the National Security Committee, oversee our role in the use of official investigatory powers and our wider activities that touch

UK national security interests.

Responsible for running the business, setting and executing our group strategy.

BT INVESTMENT SUB-COMMITTEE EXECUTIVE COMMITTEE DISCLOSURE SUB-COMMITTEE

Provides input and recommendations that support the Chief Executive's decision making on investment cases and budgets.

Assists the Chief Executive in developing and executing our group strategy and budget, and monitors overall performance and how we're managing risks.

Ensures we meet our legal and regulatory disclosure obligations including reviewing and approving announcements before publication.

Each Committee Chair formally reports to the Board following meetings and makes recommendations to the Board in line with that Committee's terms of reference. Papers and minutes are circulated to all Board members as appropriate, other than to those with a potential conflict of interest. Raphael Kübler, Deutsche Telekom's nominated director, and Sunil Bharti Mittal and Gopal Vittal, Bharti's nominated directors, owe a fiduciary duty to both BT Group and Deutsche Telekom and Bharti respectively. Rima Qureshi is also subject to an information sharing protocol between BT Group and Verizon. The Conflicted Matters Committee reviews papers ahead of sharing with these directors to identify potential or actual conflicts of interest - see page 116.

‌BT Group plc Annual Report 2026 76 Corporate governance report BT Group plc Annual Report 2026 77 Corporate governance report

Board of directors

and division of responsibilities

Adam Crozier Chairman

Appointed Chairman December 2021 and to the Board and as Chairman Designate November 2021

Experience

Previously Chairman of Whitbread, ASOS, Stage Entertainment and Vue International Cinema Group, and a Non-Executive Director of Sony. Adam has over 20 years' experience as a CEO: of ITV (2010-17), of Royal Mail (2003-10), of the Football Association (2000-02) and Joint CEO of Saatchi & Saatchi (1995-2000).

Allison Kirkby Chief Executive

Appointed Chief Executive February 2024 and to the Board March 2019

Experience

Allison was President & CEO of Telia (2020-24), President & CEO of TDC Group (2018-19), and CFO (2014-15) and President & CEO (2015-18) of Tele2. She was a Non-Executive Director of Greggs and Brookfield Asset Management, respectively chairing and sitting on the audit committees of each. Allison also held financial and operational

Simon Lowth Chief Financial Officer

Appointed Chief Financial Officer and to the Board July 2016

Experience

Simon was CFO of BG Group prior to its takeover by Royal Dutch Shell in February 2016. Before that, he was CFO of AstraZeneca (2007-13). He was an Executive Director of ScottishPower (2003-07), having been appointed as the Finance Director in 2005. Before 2003, Simon was a director of McKinsey & Company.

Dame Ruth Cairnie

Senior Independent Non-Executive Director

Appointed to the Board April 2023

Experience

Ruth spent 37 years at Royal Dutch Shell in senior international line and functional roles, including responsibility for group strategy and planning. She was a Non-Executive Director of Associated British Foods (2014-23) and Senior Independent Director and Remuneration Committee Chair from 2018.

She served on the Boards of Rolls-Royce (2014-19; Remuneration Committee Chair from 2015),

Maggie Chan Jones Independent Non-Executive Director

Relevant skills and contribution to the Board Significant public company board leadership, team development and stakeholder management experience with a transformational and operational track record in large-scale executive roles, including successful turnarounds and leading high-performing management teams.

External appointments

Independent Non-Executive Director and Chair-Designate of Experian and Chair of Kantar Group.

roles within 21st Century Fox, Virgin Media, Procter & Gamble and Guinness.

Relevant skills and contribution to the Board Valuable international telecoms and media leadership experience, with a strong track record of business transformation, improving performance, customer service and shareholder value.

External appointments

Member of the GSMA Board, adviser to the UK Government's Board of Trade and a founding member of the UK Government's Women in Tech taskforce.

Relevant skills and contribution to the Board

A strong background in finance, accounting, risk, corporate strategy and mergers and acquisitions. Simon has experience and a track record of implementing cost transformation and performance improvement programmes.

External appointments

Non-Executive Director and member of the Audit and Nomination & Governance Committees of Smith & Nephew.

ContourGlobal (2018-19) and Keller Group (2010-17; Remuneration Committee Chair).

Relevant skills and contribution to the Board Extensive leadership and board experience in the UK and internationally, alongside experience advising government on strategic development and capability building.

External appointments Chair of the Board and Nominations Committee of Babcock International, Director of the Confederation of British Industry and Serendipity Capital Holdings, and a trustee of the White Ensign Association.

(2017-24), advancing women and underrepresented talent into leadership roles.

Sir Alex Chisholm

Independent Non-Executive Director and Designated Non-Executive Director for Ofcom Engagement

Appointed to the Board September 2024

Experience

Alex has 35 years' regulatory, government and business expertise. Previously, he was Chief Operating Officer for the UK Civil Service and Cabinet Office Permanent Secretary (2020-24), Department for Business, Energy and Industrial Strategy Permanent Secretary, Chief Executive

Steven Guggenheimer Independent Non-Executive Director

Appointed to the Board October 2022

Experience

Steven has over 30 years' technology leadership experience, including 27 years at Microsoft where he held a variety of senior roles. He spent over half his tenure as a Corporate Vice President leading the OEM, Developer/ISV, and AI Solutions organisations. Before Microsoft, Steven worked at Spectra-Physics Lasers.

Matthew Key

Independent Non-Executive Director

Appointed to the Board October 2018

Experience

Matthew held senior positions at Telefónica (2007-14) including Chairman and CEO of Telefónica Europe and Telefonica Digital. He was O2 UK CFO and Strategy and Regulation Director (2002-04), becoming CEO in 2004. He was Vodafone UK's Finance Director and Chairman of Tesco Mobile and held positions at Kingfisher, Coca-Cola/Schweppes, Grand Metropolitan and

Raphael Kübler

Non-Independent, Non-Executive Director

Appointed to the Board January 2024

Experience

Raphael is the Chief Operating Officer of Deutsche Telekom. Prior to this he held the position of Senior Vice President Controlling at Deutsche Telekom and Chief Finance Officer of T-Mobile Deutschland. Raphael has also been a director of T-Mobile USA since April 2013 and served on other boards of listed companies, including Ströer, Hellenic Telecommunications Organisation and SES Global.

of the Competition & Markets Authority and Chairperson of the Commission for Communications Regulation (Ireland). Earlier roles spanned media, technology, ecommerce and retail sectors.

Relevant skills and contribution to the Board Extensive operational and regulatory leadership, with 35 years' experience across government and industry.

External appointments

Non-Executive Chair of EDF Energy and senior adviser to the Boston Consulting Group and the Canadian Pension Plan Investment Board.

Relevant skills and contribution to the Board Accomplished technology executive with a strong track record advising businesses on digital transformation and extensive insight into technologies ranging from AI to cloud computing.

External appointments

Non-Executive Director of HSBC, Forrit and Leupold & Stevens. He is also an adviser to Tensility Venture Partners and Quantexa.

Dallaglio RugbyWorks. He was Non-Executive Director and Audit Committee Chair of Burberry (2013-23).

Relevant skills and contribution to the Board Strong strategic skills and a wealth of experience in finance and the telecoms sector. Matthew is also a director of the sports joint venture between BT Group and Warner Bros. Discovery.

External appointments

None.

Relevant skills and contribution to the Board Extensive experience in the telecoms industry, including strategic transformation projects and mergers and acquisitions.

External appointments

Director of T-Mobile USA.

and Designated Non-Executive Director for Workforce Engagement

Appointed to the Board March 2023

Experience

Maggie has over 20 years' experience at some of

Relevant skills and contribution to the Board Deep international marketing and brand experience. Maggie is a recognised executive in business transformation, ESG and as an industry thought-leader in the marketing and technology sector.

Our directors share collective responsibility for the activities of the Board. There is a clear division of responsibilities between the Chairman and the Chief Executive as required under the Code. Their responsibilities, as well as those of the Chief Financial

Membership key

Executive Committee Responsible Business

the world's largest technology companies including Microsoft and SAP, where she was SAP's first female Chief Marketing Officer. Named one of the "Most Influential CMOs" in the world by Forbes, she later founded and led Tenshey as Chief Executive

External appointments

Non-Executive Director of Sage, board member of the United States Tennis Association (non-profit) and Non-Executive Board Advisor at Ontinue.

Officer, Senior Independent Director and other key roles, along with the matters reserved to the Board, are set out on our website at bt.com/governance

National Security and Investigatory Powers Committee

Committee

‌BT Group plc Annual Report 2026 78 Corporate governance report BT Group plc Annual Report 2026 79 Corporate governance report

Board of directors and division of responsibilities (continued)

Sunil Bharti Mittal

Non-Independent, Non-Executive Director

Appointed to the Board September 2025

Experience

Sunil is the Founder and Chairman of Bharti Enterprises, one of India's largest conglomerates with interests in telecoms, space communications, digital solutions, real estate and hospitality. He was Chair of GSMA and the International Chamber of Commerce (2016-18).

Tushar Morzaria

Independent Non-Executive Director

Appointed to the Board May 2024

Experience

Tushar is a chartered accountant with over 25 years' strategic financial management experience. He was Group Finance Director of Barclays (2013-22) and held senior finance roles at JPMorganChase, including Chief Financial Officer of its Corporate & Investment Bank.

Rima Qureshi

Independent Non-Executive Director

Appointed to the Board March 2025

Experience

Rima was Chief Strategy Officer & Executive Vice President of Verizon Communications (2017-24) and spent over 20 years at Ericsson, latterly as President & Chief Executive of Ericsson North America. She was GSMA Deputy Chair (2020-22) and board member (2017-24), Non-Executive Director of Great West Life (2016-18), Wolters Kluwer (2013-16), Verizon Foundation (2017-24),

Gopal Vittal

Non-Independent, Non-Executive Director

Appointed to the Board September 2025

Experience

Gopal held various senior roles including as executive director at Hindustan Unilever (HUL) over a 20-year career spanning major markets throughout Asia. Prior to his role there, he held the roles of Vice Chairman, Managing Director, and CEO of Bharti Airtel, building a portfolio of businesses across mobile, B2B, home broadband, DTH and digital services.

Sara Weller

Independent Non-Executive Director

Appointed to the Board July 2020

Experience

Sara was Managing Director of Argos (2004-11) and Deputy Managing Director of Sainsbury's (2000-04; J. Sainsbury plc board member 2002-04). She served as a Non-Executive Director at Virgin Money UK and Clydesdale Bank (2022-24), Lloyds Banking Group (2012-21) and United Utilities Group (2012-20),

was a member of the Council at Cambridge University (2015-19) and held Lead Non-Executive roles in

UK Government, in DCLG (2010-15) and DWP

Relevant skills and contribution to the Board Experience leading a wide-ranging business portfolio bringing numerous strategic skills, particularly in relation to the telecoms industries.

Patricia Cobian

In line with our recent announcement, Patricia Cobian will join the Board as Chief Financial Officer Designate, an Executive Director and member of the Executive Committee on 20 July 2026 and will succeed Simon as Chief Financial Officer on 1 September 2026.

Sabine Chalmers General Counsel, Company Secretary

and Director

Regulatory Affairs

Sabine joined BT in April 2018 as General Counsel and was appointed as Company Secretary in September 2021.

External appointments

Chairman of Bharti Airtel, Airtel Africa, Airtel Payments Bank and Bharti Airtel Foundation and Co-Chair of Eutelsat Communications. Member of the World Economic Forum's International Business Council and World Bank Group Private Sector Investment Lab.

Relevant skills and contribution to the Board

A wealth of strategic financial management experience gained over 25 years. During this time, Tushar has overseen transformation programmes and strengthened risk and control frameworks.

External appointments

Non-Executive Director and Chair of the Audit Committee of BP and Legal & General.

and a member of the McGill University Faculty Advisory Board (2018-24).

FY26 Board and Committee meeting attendance

1. Raphael sent apologies for the May and September Board meetings and the September strategy day due to pre-existing commitments.

2. Sunil joined the Board on 15 September 2025 and sent apologies for the December Board meeting due to a pre-existing commitment.

c

pre-existing commitments.

d Gopal joined the Board on 15 September 2025.

meetings and the July Responsible Business Committee meeting due to

Rima sent apologies for the July and September Audit & Risk Committee

Membership key

Audit & Risk Committee Executive Committee

National Security and Investigatory Powers Committee

Nominations Committee Remuneration Committee

Responsible Business Committee

Relevant skills and contribution to the Board Extensive operational, strategic and telecoms industry expertise gained over 30 years.

External appointments

Non-Executive Director of Mastercard and Loblaw Companies.

Relevant skills and contribution to the Board Gopal brings significant experience in the global telecoms and customer-focused products sectors, noted for his strategic planning acumen and business transformation programmes and revenue generation through customer segment innovation.

External appointments

Executive Vice Chairman of Bharti Airtel, Non-Executive Director of Airtel Africa and Airtel Payments Bank, Board Chair of GSMA and a member of the Deutsche Telekom advisory board.

(2017-20). She co-founded ActionAble in 2025, an organisation advocating for greater disability inclusion in business.

Relevant skills and contribution to the Board Broad consumer perspective across retail, banking, utilities and consumer goods, with strong executive and non-executive board experience in regulated sector plcs, UK Government and the charitable sector.

External appointments

Chair of the Money & Pensions Service, Keep Britain Working Advisory Group member and Commissioner of the Institute of Directors' Commission: Business. A Force for Good?

‌Role of the Board‌

The Board is responsible for setting the group's strategy and oversees the purpose and culture by setting the tone from the top and monitoring how it is embedded across the organisation. Further details on our strategy, purpose, values and culture are on pages 18 to 31.

The Board also oversees operations, performance, governance and compliance with statutory and regulatory obligations. It sets the group's risk appetite and ensures robust risk management systems and internal controls. It is responsible for ensuring an effective leadership team is in place to deliver the group's strategy.

Certain key decisions and matters are reserved to the Board and are not delegated to any of its Committees, the Chief Executive or management.

During the year, the Board held eight scheduled meetings (including a dedicated strategy day) and two ad hoc meetings. The Chairman also held private sessions with the Non-Executive Directors. The Company Secretary is Secretary to the Board and she, or her delegate, attends all meetings and provides guidance, advice and support as required. All directors, individually and collectively, have access to her and to independent professional advice if required.

Section 172 statement and stakeholders

Our Section 172 statement is set out on pages 84 and 85 and demonstrates our directors' consideration of the matters in section 172 of the Companies Act 2006 (2006 Act) in performing their duties, and how they have had regard to colleagues' interests and the need to foster business relationships with suppliers, customers and others.

See pages 82 and 83 for details on the Board's engagement with our colleagues and on pages 32 to 39 for additional details of how we engage with our key stakeholders.

Board and Committee papers, including any required actions, are provided in advance of meetings via a secure electronic portal.

Directors are expected to attend all Board meetings and meetings of the Committee on which they serve, unless prevented by prior commitments, illness or a conflict of interest. When unable to attend, directors typically provide comments to the Chairman

or Committee Chair ahead of the meeting. Attendance at meetings can be found on page 79.

As outlined in my governance letter, the Chief Executive and her leadership team used insights from the Big Conversation, which gathered feedback from our colleagues informing the introduction of our new behaviours - see page 34. The Board was regularly updated on the themes identified and our five new behaviours -customer first, challenger, committed, clear and connected.

Alongside this cultural transformation programme, the Board monitors culture through:

• regular discussions with the Chief Executive and Chief People & Culture Officer

• reports to the Audit & Risk Committee on issues raised through our Speak Up whistleblowing service - see page 96

• organisation-wide 'Join Allison' live Q&A sessions

• workforce insights from Maggie Chan Jones, as Designated

  Non-Executive Director for Workforce Engagement throughout the year - see page 82

• breakfasts with colleagues from across the business, including graduates, apprentices and culture influencers

• visits to key BT locations.

  The Board also reviewed the themes and insights from the Your Say engagement surveys and will continue to assess how our culture and new behaviours are embedded across our colleagues, systems and processes throughout FY27.

  We remain confident that these indicators provide the Board with effective insight into the sentiment of our colleagues and the wider culture across the organisation. Further details are included on page 34.

  ‌Board focus in FY26

  The Board meets regularly and focuses its time on effectively overseeing the execution of the group's strategy to better deliver for our colleagues, customers, stakeholders and the country.

  Group strategy

  During the year, the Board:

  + considered strategic initiatives and items of significant strategic importance in line with the matters reserved to the Board, including:

• our continued focus on UK operations, whilst accelerating trading and transformation initiatives in BT International

• the group's AI strategy and opportunities to accelerate execution

• the group's multi-brand strategy for the short to medium term, and the multi-year roadmap and end state

• confirming the expansion of our fibre investment to 30 million premises, and the associated stakeholder impacts.

  + held an offsite, full-day strategy meeting with management to consider:

• the external environment and market context

• the group's refreshed strategy and value-creation journey

• strategies and performance of each CFU, including Openreach

• key challenges and risks to delivering the group and CFU strategies, and plans to mitigate them

• customer experience for each CFU including brand and customer segment NPS - see page 26

• our colleagues and culture

• the group's multi-brand strategy.

  + received and discussed the Chief Executive's report at each meeting, covering:

• performance across the units and the group overall

• progress against strategic priorities and goals

• competitive and external context and stakeholder feedback (including from owners, colleagues, Ofcom and Government)

• customer, colleague, regulatory, diversity and sustainability matters

• key business operations and matters important to the group's reputation.

  During the year, the Board also considered and agreed not to progress certain proposed initiatives that were determined not to be strategically important or beneficial to the group.

  Performance and execution of strategy

  During the year, the Board discussed, reviewed and, where appropriate, approved:

• the full and half year results and Q1 and Q3 trading updates, including any external guidance. It also discussed feedback from investor meetings, including that received after the publication of each set of financial results. At each meeting, the Board reviewed financial and trading performance for the period against budget, consensus and the full year outlook, for each unit and the group

• the Going concern and Viability statements and the group's tax strategy

• the distribution policy and interim and final dividends (with final approval delegated to a sub-committee of the Board)

• regular updates on share register movements, share price performance relative to the market, investor relations activity and shareholder engagement

• the medium term plan, including consideration of key opportunities, challenges, strategic priorities and KPIs

• the group's public credit rating target, treasury strategy and annual debt funding plan

• the BT Pensions Scheme (BTPS) investment performance and options for the 2026 triennial valuation - see page 184

• progress of the group's transformation programmes to drive efficiencies, opportunities and continued cost reductions

• developments in the Telecoms Access Review and related engagement

• any regulatory or competition investigations, significant litigation, and associated stakeholder and reputational impacts.

  Risks, controls and governance

  During the year, the Board discussed:

• the group risk management framework, with deep dives into key Group Risk Categories (GRCs) and the associated risk appetite, including any heightened risk in our point and emerging risks -see pages 54 to 62. In particular, the Board spent time discussing the evolving competitive and regulatory landscape, and cyber risk. The Board also received updates from the Audit & Risk Committee Chair after each meeting on its reviews of the effectiveness of the group's systems of risk management and internal controls, mitigation activities and any areas for improvement - see page 96, as well as GRCs not discussed by the Board

• progress of group-wide transformation programmes

• the Annual Report, which it approved on the Audit & Risk Committee's recommendation, that, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to accurately assess the group's position and performance, business model and strategy - see page 93

• the themes and focus areas arising from the Board and Committee performance review - see page 86.

  Culture and our people

  During the year, the Board discussed with the Chief Executive, Chief People & Culture Officer, and other members of the Executive Committee, our cultural transformation plan, including:

• its importance to delivering the group's refreshed strategy

• the enablers needed for cultural change across leadership, performance, structure, capabilities, habits and talent

• the ownership of the culture by people leaders and how to ensure effective leadership role modelling

• organisation size, pace of change and plans to retrain the workforce where needed.

  Several Non-Executive Directors held additional sessions outside of Board meetings with the Chief People & Culture Officer to share learnings and provide advice ahead of implementation.

  As previously mentioned, the Board also reviewed outcomes from Your Say engagement surveys and received regular updates from Maggie Chan Jones, as the Designated Non-Executive Director for Workforce Engagement, on the channels through which we're engaging with our colleagues. Maggie undertook another comprehensive programme of activities with our colleagues this year - see pages 82 and 83. Likewise, Committee Chairs also reported back to the Board on any indicators relevant to the group's culture.

  Board leadership and company purpose (continued)

  ‌Workforce engagement

  Activities of the Designated Non-Executive Director for Workforce Engagement

  This year, Maggie Chan Jones has continued in her role as the Designated Non-Executive Director for Workforce Engagement, listening to our colleagues in order to understand their views, feedback and perspectives on the key matters impacting them. Maggie is responsible for bringing the views she's gathered into the boardroom, ensuring this is fed into the Board's decision-making process.

  During the year, Maggie received data-driven reports collated by the People, Data & Compliance team, which utilised a variety of sources reflecting our colleague's sentiment across the group. The reports highlighted the hot topics, any trends in the data, and key insights gathered across the Your Say engagement surveys, internal communications insights reports and inclusion and wellbeing data. These reports also included data on our Speak Up whistleblowing service, including volume of calls, time taken to complete investigations and any areas of concern.

  Maggie engaged directly with our colleagues through both in-person and virtual meetings. During these sessions, participants were encouraged to share personal views and experiences, providing Maggie with a varied range of insights. Invitees were selected from a diverse cross-section of the business, including specific targeted sessions focused on senior leadership cohorts, the India management group and first-line managers. In addition, there were topical deep-dive sessions on specific matters including the People & Culture operating model with the People & Culture leadership team, Openreach people matters with the Openreach Designated Non-Executive Director for Workforce Engagement, wellbeing and culture, brand and transformation.

  She also met with representatives from our People Networks including the Faith Networks, the Pride Network, the Carers Network, the Gender Equality Network and the Ethnic Diversity Network.

  In May 2025, Maggie visited the EE experience store in Bristol and held a session with a group of frontline teams based in stores across the South West region and also held a session with office based managers who have been recognised internally as talent.

  In September 2025, Maggie visited Birmingham where she took part in a listening session in the 999 call centre and held sessions with the employment legal team, first-line managers and a group of colleagues from the Legal, Regulatory Affairs, Compliance & Company Secretarial teams based in Birmingham.

  The insight Maggie gathered into our colleague's sentiment through these engagement activities was shared with the Chairman, the Chief Executive and the Chief People & Culture Officer, and she presented to the Board three times this year. This provided the Board with a more comprehensive view of sentiment across the group and contributed to their decision-making process. Any key action points were noted by management.

  Key themes arising from this year's engagement sessions included:

• Culture and inclusion: the importance of inclusion across the group and examples of where best practice is leading to real improvements in representation were discussed. The benefits of a unified culture to foster better working relationships across the group and the challenges of building and maintaining this culture in hybrid or dispersed teams were also recognised.

• AI: the use of AI tools and openness to embrace these whilst also considering challenges and concerns including policy barriers, availability of training and examples of useful practical implementation.

• Manager support and training: the benefits of the training programmes available for managers, noting that the availability of these programmes sometimes led to gaps in the skills of managers across the group which can be particularly evident during periods of organisational change.

• Career progression, engagement and talent retention: concern around progression, especially from geographically isolated regions and for apprentices and graduates, was noted. The key role of secondments and lateral moves was also discussed, with observations expressed as to availability of these opportunities for those with specialist skills.

• Reward and recognition: the use and effectiveness of existing reward and recognition programmes was discussed.

  The Board considers that the Code's Designated Non-Executive Director mechanism for workforce engagement continues to be effective. With effect from 1 June 2026, the Board approved the appointment of Alex Chisholm and Sara Weller as additional Designated Non-Executive Directors for Workforce Engagement, along with the creation of a Workforce Working Group with both Board and Executive Committee membership to support our workforce and cultural priorities. More information can be found on pages 84 and 85. The effectiveness of the chosen mechanism will continue to be reviewed throughout the year.

  In FY27, Maggie, Alex and Sara will continue to receive data-driven reports and will conduct more group engagement sessions. They also plan to hold deep dive sessions on AI, brand and employee relations, as well as further group sessions including with our people in India and from the Ethnic Diversity Network.

  2025 Apr

  May

  Jun

  Jul

  Aug

  Sep

  Oct

  Nov

  Dec

  2026 Jan

  Feb

  Mar

  Engagement sessions with Maggie

  Feedback provided to the Board

  Breakfast engagement sessions

  Non-Executive Director visits

  'Join Allison' live Q&A sessions

  Your Say engagement surveys

  FY26 engagement activities

  Activities of the Board

  In addition to the activities of the Designated Non-Executive Director for Workforce Engagement, a selection of Board members held breakfast sessions with small groups of colleagues as an opportunity to engage directly and provide feedback on key matters. These breakfast sessions were held with graduates, apprentices and culture influencers where the Big Conversation and cultural changes were discussed.

  The Non-Executive Directors visited BT's Mobile Technology Operations Centre and Cyber Security Operations Centre at our Bristol Assembly hub during the year - see page 87.

  Allison held 'Join Allison' live Q&A sessions regularly throughout the year giving colleagues the opportunity to hear from her directly about business developments and ask questions. Questions could either be pre-submitted with the most popular ones as voted by colleagues answered during the session, or sent in live. These sessions were hosted by colleagues from across the business, including a Technical Delivery Advisor and a Senior EE Guide, and held in locations ranging from BT One Braham to Bangalore, and Milton Keynes to Manchester. In January, an extended 'Join Allison' session focused on the launch of the new culture and behaviours - see page 34.

  The results, insights and actions of the Your Say engagement surveys were discussed by the Board and the Executive Committee.

  See page 118 for more details on the Board's engagement with our colleagues and pages 84 and 85 for more details on how our colleagues, among other stakeholders, were considered in the Board's decision making.

  
  
  

  Engaging directly with our colleagues has provided valuable insight into what matters most to them and how their perspectives differ across roles, locations and experiences. Bringing this insight into the boardroom helps ensure colleagues' views are an integral part of Board discussion and decision making. I look forward to working alongside both Alex and Sara and meeting more of our colleagues in the next year.

  Maggie Chan Jones

  Independent Non-Executive Director and Designated Non-Executive Director for Workforce Engagement

  Section 172 statement

  ‌The directors present the Section 172(1) statement, describing how, in their discussions and decisions during FY26, they have acted in the way that they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, having regard to the matters set out in Section 172(1)(a) to (f) of the 2006 Act.

  The Board considers the matters set out in Section 172 of the 2006 Act in its discussions and decision-making, including:

  The likely consequence of any decision in the long-term:

• The directors recognise that the decisions they make today will affect the group's long-term success. During the year, the Board had particular regard to this in its discussions on group strategy -see page 81. Our purpose and strategy demonstrate how we realise our ambition and grow value for all our stakeholders. This in turn guides the Board's decisions, specifically the balance between short- and long-term investments. More information on our strategy can be found on pages 18 to 31.

  The interests of our colleagues, and the need to foster business relationships with our key stakeholders:

• The Board is cognisant that the successful achievement of the group's medium- and long-term strategy is only possible by working with customers and all stakeholders. Accordingly, the Board ensures that effective engagement with all stakeholders takes place across the group as a whole. Our colleagues are considered throughout the Board's discussions and decision-making along with regular updates from Maggie Chan Jones as the Designated Non-Executive Director for Workforce Engagement during the year, and the Chief People & Culture Officer. More information on the Board's engagement with our colleagues can be found on pages 82 and 83 and other workforce engagement channels are set out on page 118.

• While the Board itself engages directly with stakeholders on some issues, the size and distribution of BT Group and our stakeholder groups means that stakeholder engagement often happens below Board level. However, as required by the Board to better understand the impact of our operations, stakeholder interests, concerns, and views are required to be identified in all proposals it receives from across the group, both within papers and accompanying presentations.

• Based on this information, the directors have regard to the interests of our colleagues and the need to foster good relationships with other key stakeholders. We acknowledge that not every decision we make will necessarily result in a positive outcome for all stakeholders, so the Board must balance competing interests in reaching its decisions.

  The impact of the group's operations on the community and environment:

• The group aims to accelerate growth through technologies that are responsible, inclusive, and sustainable, ensuring the group can continue to build trust and create value for its stakeholders. During the year, the Responsible Business Committee oversaw progress on this aim as well as the group's responsible business strategy and sustainability goals.

• Information as to how we have addressed the recommendation of the TCFD framework can be found on pages 63 to 71.

  The desirability of maintaining a reputation for high standards of business conduct:

• The Board is deeply committed to ensuring that the group's reputation for high standards of business conduct is maintained and strengthened. It is responsible for establishing, supervising, and upholding the culture, ethics, reputation, standards, and values of the group to ensure that the obligations to all stakeholders are met. These considerations, in line with Section 172 of the 2006 Act, guide and inform the Board in its discussions and decision-making.

• Adherence to the group's policies and compliance framework is closely monitored by the Board and, where the group's businesses do not uphold the standards expected of them, the directors are committed to acting accordingly.

• Our colleagues are central to achieving these high standards and maintaining the reputation of the group and we're focused on building a culture where our colleagues can be their best. The General Counsel, People, Data & Compliance also issues regular reports to the Audit & Risk Committee, which carefully considers these in relation to our ethics and compliance policies and programmes, as well as issues raised through our Speak Up whistleblowing service - see page 96.

  The need to act fairly between BT Group's shareholders:

• During FY26, the Chairman, certain Non-Executive Directors, Chief Executive, Chief Financial Officer, other executives and our investor relations team held 234 meetings with investors (see page 39 for more detail on our engagement with our owners). These meetings gave investors the opportunity to discuss views on all matters including:

  • our strategy and competitive position in key markets

  • our financial and operational performance, particularly around service revenue development, Openreach broadband line losses, pay and other costs, in-contract pricing and cash flow profile to 2030

  • capital investment, including FTTP and 5G

  • our capital allocation policy

  • developments at the top of the shareholder register

  • prospective governmental and regulatory policy decisions

  • our pension fund valuation.

• The Board is mindful of having a small number of significant shareholders within an otherwise widely dispersed shareholder base, but considers all shareholders in its decision-making process.

The Board made the following decisions which demonstrate how Section 172 matters have been taken into account as part of Board discussions and decision making:

Decision What happened

Further to our reporting in 2022, the Board has held a number of in-depth discussions with management on the level and pace of our full fibre build and the advantages and disadvantages of accelerating this, with a particular focus on our ability to fund the related large capital expenditure investment, the regulatory framework and the impact of this on our stakeholders.

In FY26, the Board considered the next phase of investment in network infrastructure, including the continued expansion of full fibre and 5G+ connectivity in the UK through to 2030. This phase of the programme represents £5bn of investment and forms part of its existing capital expenditure plans, with no change to its financial guidance.

In reaching its decision, the Board had regard to the long-term importance of maintaining and extending network capability, the interests of our colleagues involved in delivery of the programme, the needs of customers and wholesale customers who depend on the group's networks, and the broader benefits of improved connectivity for communities, including rural and harder-to-reach areas. The Board also had regard to the need to maintain high standards of business conduct, including constructive engagement with policymakers and regulators. Having considered these factors together, the Board concluded that continued investment in the group's networks would support its long-term success for the benefit of its members as a whole while also delivering wider benefits for key stakeholders.

The Board considered the benefits of putting in place a Relationship Agreement (RA) to codify certain aspects of BT's relationship with its largest shareholder, Bharti, as we have with Deutsche Telekom. The proposed terms of the RA, including Bharti's right to propose nominee directors for appointment to the Board, were discussed with the Company's external advisors, and Section 172 matters, especially the interests of all of our shareholders, were taken into account.

The Board agreed that the proposed terms of the RA reflected a constructive framework for the conduct of BT and Bharti and, after careful consideration, agreed to BT entering into the RA. As a result, Bharti nominated two directors to join the Board, with the Board considering the proposed directors, including their experience and skills, and subsequently approving the appointments of Sunil Bharti Mittal and Gopal Vittal as Non-Independent, Non-Executive Directors and as nominated representatives of Bharti, with effect from 15 September 2025.

The Board approved a number of changes to the governance framework, with effect from 1 June 2026:

• with responsible business now being embedded within our strategic priorities, governance of responsible business delivery will move from the Responsible Business Committee to the Board, and incorporated within its regular reviews of strategy and performance. Additional oversight for specific topics will move to the Audit & Risk Committee for sustainability risks, controls and reporting, and to the Remuneration Committee for reward outcomes linked to responsible business performance

• the creation of two working groups - the Technology Working Group and the Workforce Working Group - to support our digital, workforce and cultural transformation. Both of these working groups will be made up of members from the Board and the Executive Committee

• the appointment of Alex Chisholm and Sara Weller as additional Designated Non-Executive Directors for Workforce Engagement, joining Maggie Chan Jones

• the appointment of Maggie Chan Jones as a member of the Remuneration Committee.

The Board considered how we could best support the next phase of BT's transformation and help ensure continued focus on delivering on our responsible business priorities, as well as strengthening Board oversight of technology and workforce transformation, both of which are fundamental to the delivery of our strategy. In reaching this decision, the Board had regard for the impact that this may have on the community and the environment, in particular, and were comfortable that steps had been taken to embed our responsible business commitments within our group strategy. The changes will enable us to leverage the full breadth of Board expertise and maintain robust assurance to ensure we continue to create value for our stakeholders. Additionally, the two working groups will take on a trust lens, to ensure that our customers and colleagues can trust that BT stays true to its ambition to become the UK's most trusted connector of people, business and society.

‌Board and Committee performance review‌

Following discussions at the Board and Committee meetings, the following key areas of focus for FY27 were agreed:

Key areas of focus for

FY27

Strategic decision making and execution

Colleagues and culture

Governance framework

Agreed actions/actions in progress

• Where relevant, ensure that strategic decision making and oversight of delivery consider, among other factors, the external environment, customer perspectives, competitive dynamics and technology developments, and how

  these interact.

• Increase Board visibility and consideration of key past decisions, especially where choices and

  trade-offs have been made.

• Reduce time spent on operational or short-term matters, in favour of strategic decision making

  and execution.

• Continue to strengthen Board support for talent development and internal succession planning, especially for key senior leaders.

• Continue to support our workforce and cultural transformation.

• Consideration of the role of the Responsible Business Committee, given that responsible business is now embedded into our strategic priorities. The Board considered this at its May 2026 meeting and its decision is set out on page 85.

In line with the Code, a formal and rigorous performance review of the Board, each of its Committees, the Chairman and individual directors is undertaken annually. This considers performance, composition, diversity and how effectively our Board works together.

We carried out an external performance review of our Board and Committees in FY25 facilitated by Lintstock Limited and this year we undertook a questionnaire-based review under our multi-year arrangement with Lintstock. Lintstock is an accredited Board Performance Reviewer of the Chartered Governance Institute, with no other links to the group or individual directors.

Progress against FY25 performance review feedback Last year, key areas of focus were identified, which included enhancing our performance edge, supporting the Executive Committee and improving support for the Board. In response to this feedback, a number of actions have been taken, including facilitating sessions for Board and Executive Committee members

with subject matter experts on key topics, refocusing the Executive Committee meetings to the strategic priorities and engagement has improved between the Chairman, Chief Executive and Company Secretary on Board meeting agenda planning. In addition, the September 2025 meetings were held offsite in Bristol, with opportunities to engage with groups of colleagues based there and participate in sessions at BT's Mobile Technology and Cyber Security Operations Centre - see page 87.

The FY26 review took place as follows:

• Questionnaires were circulated to the Board, Executive Committee and the CEO, Openreach. These were tailored to the relevant Committees for each Non-Executive Director, and the Executive Committee members and the CEO, Openreach were asked to provide their perspective on the effectiveness of their relationship with the Board.

• The questionnaires were prepared by Lintstock in line with best practice and covered a range of areas, notably composition, Board dynamics, support and areas of oversight. Consideration was also given to the Board's decision-making processes, focus of meetings and how stakeholders are taken into account as part of discussions.

• Lintstock prepared reports for the Board and each of its Committees outlining the outcome of the review, collating the responses to the questionnaires. The reports included a number of key observations and suggested priorities for FY27. These reports were compiled carefully to ensure the anonymity of respondents and were initially shared with the Chairman, who held a follow-up meeting with Lintstock to further understand key feedback and outcomes.

• Lintstock then attended a subsequent Board meeting to discuss the feedback with the Board. Each of the Committee Chairs were provided with their respective committee reports for discussion at the next meeting.

• In parallel, the Senior Independent Director also led a discussion with the Independent Non-Executive Directors, without the Chairman present, as well as individual sessions with the Executive Directors and Non-Independent, Non-Executive Directors. The purpose of these sessions was to obtain their feedback and views on the Chairman's performance throughout the year. The outcomes and recommendations were subsequently fed back to the Chairman.

  BT Group plc Annual Report 2026 87 Corporate governance report

  ‌Board induction and training

  On appointment, new directors complete a comprehensive induction programme to build a thorough understanding of the business.

  Inductions are tailored to reflect the director's experience and responsibilities relevant to their appointment, for example if they are a member of any Committees. The programme includes meetings with other Board members, Executive Committee members and the CEO, Openreach and senior management.

  New directors also receive materials covering our strategy, including our strategic priorities, recent financial performance, governance framework, director responsibilities, the Commitments (made with Ofcom), regulatory environment, risk management and internal controls and key policies supporting our business practices.

  New directors are encouraged to visit our hubs, contact centres and EE stores to understand our customer-facing operations, as well as spending time with the CEO, Openreach and Openreach engineers to experience the technical aspects of the group.

  Director inductions

  Rima Qureshi joined the Board on 2 March 2025 as an Independent Non-Executive Director and a member of the Audit & Risk, Nominations and Responsible Business Committees. Sunil Bharti Mittal and Gopal Vittal were appointed to the Board as Non-Independent, Non-Executive Directors, and nominated representatives of Bharti, with effect from 15 September 2025.

  Sunil is also a member of the Nominations Committee.

  On each of their appointments, they received an induction pack of materials. At the date of this Report, Rima, Sunil and Gopal's induction sessions have covered a number of the following topics:

  The Company Secretary, or her delegate, also provides key legal, regulatory and corporate governance updates at Board and Committee meetings. During the year, these covered updates on:

• FTSE Women Leaders Review

• Parker Review

• UK Stewardship Code

• FRC updated guidance and reviews

• Institutional investor guidelines.

  Directors receive further updates on the external environment as required, with internal and external advisers attending meetings to provide specialist briefings as necessary.

  
  
  

• Group strategy and change

• Consumer strategy including pricing

• Business

• International

• Openreach and the Commitments

• Networks strategy

• Financial processes, funding and risk management

• Ethics and compliance

• Customer service

• Corporate governance

• Colleagues and culture

  Board offsite sessions in Bristol

  As part of the September 2025 Board strategy day, the Board visited BT's Mobile Technology Operations Centre and Cyber Security Operations Centre at our Bristol Assembly hub. Directors met frontline cyber and network specialists and saw how BT monitors and responds to threats on a 24/7 basis, manages major cyber incidents, and works with Government partners to protect critical national infrastructure. Through these sessions, the Board gained a clearer view of the scale and complexity of the cyber and operational threats facing BT, and how specialist teams, proactive monitoring and regular exercising strengthen resilience. The visits reinforced Board oversight of how lessons from real incidents and major exercises are embedded into decision-making, response coordination and recovery across the group.

  As part of this offsite, Maggie Chan Jones and Sara Weller also participated in a session as part of National Inclusion Week. This session was attended by over 75 colleagues and was structured as a panel discussion between Maggie, Sara and members of the Inclusion team, focusing on the principles and practicalities of inclusion by design and aiming to highlight how everyone, regardless of their role, can actively contribute. There was an emphasis on what inclusion means specifically within BT and how it impacts our colleagues. The conversation encouraged participants to reflect on their own responsibilities in fostering inclusion, both within their teams and across the wider organisation - see page 34.

• Regulatory context

• Responsible business and consumer fairness

• AI strategy

  Sunil and Gopal's induction programme will continue into FY27 and an update will be provided in next year's Annual Report.

  Director training and development

  The Chairman and the Company Secretary keep directors' training and development needs under review. Non-Executive Directors regularly meet with management and participate in briefing sessions to deepen their understanding on certain matters or share learnings. Directors are encouraged to keep their skills and knowledge up to date and request support as needed.

  Several Board members took part in additional sessions during the year on Global Fabric, customer-facing product innovation, AI, sustainability and diversity. A refresher session on the Commitments and the current regulatory context was held as part of one Board meeting, led by Alex Chisholm as the Designated Non-Executive Director for Ofcom Engagement, alongside members of the Regulatory Affairs team.

  Board composition, succession and evaluation (continued) Nominations Committee Chair's report
  
  
  
  ‌Committee role

  This year, we've supported the Chief Executive in appointing new Executive Committee members and we've welcomed two Non-Executive Directors to the Board. I look forward to working with our newest leaders and Board members as we drive our long-term strategy to become the UK's most trusted connector of people, business and society.

  Adam Crozier

  Chair of the Nominations Committee

  20 May 2026

  Patricia will join the Board as CFO Designate, an Executive Director

  The Committee is responsible on behalf of the Board for reviewing:

• the structure, size and composition of the Board and its Committees to ensure an appropriate balance of skills, experience, diversity, independence and knowledge

• succession planning for the Board and recommending the appointment of Executive and Non-Executive Directors and the Chairman

• succession planning and performance of the Executive Committee.

  The Committee's key responsibilities are set out in its terms of reference available at bt.com/governance
  
  Committee membership and meetings

  All Non-Executive Directors, except Gopal Vittal, are members of the Committee. The Company Secretary is secretary to the Committee and she, or her delegate, attends all meetings and provides advice, guidance and support as required. The Chief

  Executive and the Chief People & Culture Officer attend meetings by invitation, where appropriate. Members and attendees do not attend discussions where any conflicts arise.

  During the year, the Committee held four scheduled meetings and three ad hoc meetings. After each meeting I report back to the Board on the Committee's activities, the main matters discussed, highlight any matters of particular relevance and recommend

  any items for approval. Attendance at meetings can be found on page 79.

  Details on the FY26 Board and Committee performance review can be found on page 86
  
  Chief Financial Officer appointment

  The Committee has spent considerable time planning for Simon Lowth's successor throughout FY25 and FY26, ahead of his retirement. Spencer Stuart, an independent external search consultant, who has no other connection to BT Group, and who is a signatory of the Voluntary Code of Conduct for Executive Search Firms, was engaged to assist with the search for possible candidates for our next Chief Financial Officer (CFO).

  The Committee considered the merits, skills and experience of a diverse set of candidates. A shortlist was created and potential candidates were interviewed by a selection of Non-Executive Directors and Executive Committee members, and a preferred candidate was identified. At this stage, the Committee spent time reviewing transition plans to ensure a managed handover post appointment. After due and careful consideration, the Committee agreed to recommend to the Board for approval, the appointment of Patricia Cobian as an Executive Director and as CFO and as a member of the Executive Committee. As recently announced,

  and a member of the Executive Committee on 20 July 2026. Patricia will succeed Simon as CFO on 1 September 2026. The Committee is confident that Patricia will bring substantial telecoms and transformation experience and be an excellent addition to the Board and BT.

  Non-Executive Director appointments

  In September 2025, Sunil Bharti Mittal and Gopal Vittal joined the Board as Non-Independent, Non-Executive Directors and as nominated representatives of Bharti. Ahead of their appointments, the Committee discussed the proposed terms of the Relationship Agreement under which these appointments are governed, together with Sunil and Gopal's specific skills, experience and external commitments, as Bharti's proposed nominated representatives. The Committee agreed that both directors would bring significant global telecoms experience, as well as continued diversity of expertise and viewpoints, and the Board subsequently approved their appointments. Under the Relationship Agreement, and in line with the process followed for our other Non-Independent, Non-Executive Director, information is assessed by our Conflicted Matters Committee ahead of sharing with Sunil and Gopal to ensure no conflicts exist.

  The Committee also recognises that Matthew Key will reach nine years on the Board in FY28 and it will begin succession planning for the appointment of a new Audit & Risk Committee Chair as a successor to Matthew in due course. Alongside diversity, the Committee will consider Matthew's tenure, Board composition (including a change in CFO) and the refreshed strategy and culture, when assessing candidates.

  Executive Committee succession and performance

  The Committee also spent significant time during the year reviewing Executive Committee performance and succession with the Chief Executive and the Chief People & Culture Officer. The key focus of these processes were, and remain, on attracting, developing and retaining a diverse mix of internal and external talent and investing in strengthening leadership capability. The Committee also spent time discussing the impact that culture has on succession planning.

  Following comprehensive assessment processes, the Committee approved the following Executive Committee appointments:

• Leslie McGibbon as Chief Corporate Affairs and Brand Officer

• Greg McCall as Chief Security and Networks Officer, succeeding Howard Watson

• Clive Selley as CEO, International, succeeding Bas Burger.

  The Committee also noted Katie Milligan's appointment as CEO, Openreach, to succeed Clive. Katie, as with Clive before her, became an invitee of the Executive Committee on her appointment.

  The Committee reviewed Executive Committee and senior leadership performance and were kept updated on the work of the Chief Executive, Chief People & Culture Officer and Executive Committee to identify critical roles and build stronger and broader diversity of experience, gender and ethnicity, as well as commercial, technology and transformation capabilities. It also considered proposed external appointments, in line with our policy in relation to external appointments for Executive Committee members (including Executive Directors) and the CEO, Openreach.

  Time commitment

  On accepting their appointments, new directors must confirm they can commit sufficient time to discharge their responsibilities effectively.

  Directors are expected to attend meetings of the Board and any committees of which they are members, as well as the AGM and Board offsites. Directors are also expected to devote sufficient time to prepare for each meeting and to participate in other site or office visits to understand the business better. Directors require prior approval of the Board before accepting any new external appointments.

  Before recommending the appointments of Sunil Bharti Mittal, Gopal Vittal and Patricia Cobian, the Committee reviewed each of their external commitments. The Committee concluded that their external time commitments were reasonable and were comfortable that their other roles, where relevant, would not be detrimental to their ability to perform their duties as directors. Proxy agency overboarding guidelines were also considered when making these recommendations.

  The Committee and the Board reviewed additional external appointments for directors, considering the time commitment these would require. During the year and up until the date of this Report, these included the following appointments:

• Adam Crozier's appointment as Independent Non-Executive Director and Chair-Designate of Experian, ahead of becoming Chair in July 2026. The Committee was comfortable that Adam would still have sufficient time to dedicate to his role as BT Chairman

• Alex Chisholm's appointment as a senior adviser of the Canadian Pension Plan Investment Board

• Sara Weller's appointments as Chair of ImpactMatch, Keep Britain Working Advisory Group member and Commissioner of the Institute of Directors' Commission: Business. A Force for Good?

• Simon Lowth's appointment as an external adviser of Investwizz.

  On balance, the Committee and the Board were satisfied that these external appointments would not be detrimental to the directors' ability to perform their duties for the company or represent a conflict of interest.

  Election and re-election of directors

  The Committee considered each director's skills, experience, time commitment and tenure when recommending directors to the Board for election or re-election at the 2026 AGM. The Board believes all directors it has recommended to shareholders for election or re-election at the 2026 AGM bring considerable knowledge, wide-ranging skills and experience to the Board, makes an effective and valuable contribution and continue to demonstrate commitment to their role.

  On the Committee's recommendation, the Board considered the continued independence of Non-Executive Directors as part of its re-election recommendations. The Board continues to consider all Non-Executive Directors as being independent in line with the Code, except Sunil Bharti Mittal and Gopal Vittal, nominated representatives of Bharti, and Raphael Kübler, the nominated representative of Deutsche Telekom. The Chairman was judged to be independent at the time of his appointment.

  Details of directors' contracts or letters of appointment are on page 109
  
  Openreach Limited Board succession

  The Committee has a responsibility to consider changes to the Openreach Limited Board and recommend changes to the

  BT Group Board for approval. On recommendation from the Openreach Board, the Committee considered and approved:

• the appointment of Michael Jary as a Non-Executive Director of Openreach Limited in August 2025

• the extension of Edward Astle's appointment as a Non-Executive Director of Openreach Limited and Chair of the Openreach Board Audit Risk and Compliance Committee to March 2028.

  The Committee also noted the Openreach Limited Board's decision to appoint Katie Milligan as CEO, Openreach and as an Executive Director of Openreach Limited to succeed Clive Selley from 1 April 2026.

  During the year, the Committee confirmed that the Openreach Limited Chair and Non-Executive Directors continue to satisfy the independence criteria and should continue in their roles.

  Inclusion

  The BT Board Diversity and Inclusion Policy (Policy) sets out our approach to the diversity of the Board and our aim to have a well-balanced Board with the appropriate skills, knowledge,

  experience and diversity to meet our business needs and support our strategic aim of building the strongest foundations -

  see bt.com/governance

  The Policy ensures we:

• apply an inclusion lens to all our decision-making processes

• monitor the impact of our decisions on diverse populations

• value and communicate the benefits that difference brings and are unapologetic in our pursuit of a diverse workforce at all levels

• actively seek out opportunities across the business to enhance and strengthen our approach to inclusion.

  Candidates are appointed on merit and we continue to challenge our external search consultants to ensure that all forms of diversity are considered when drawing up candidate lists. This is a key consideration for our searches. We consider diversity in the broadest sense, including age, gender, nationality, independence, professional, social and ethnic backgrounds, business and geographic experience, as well as cognitive and personal strengths. These characteristics are considered in reviewing the composition of the Board and succession planning, and where possible, appropriately balanced. We believe a key driver in delivering our diversity commitments across the organisation begins with a Board which has this balance of skills, experience, diversity and knowledge.

  As at 31 March 2026, the Board comprised five female directors, six directors from an ethnic minority background and one director with a disability. We recognise that the target under the UK Listing Rules and our Policy is 40% female directors on the Board. We will continue to look at our Board and Committee diversity as part of future Board succession planning. The Board will comprise 42.9% female directors when Patricia Cobian becomes CFO.

  In addition, our Board meets the UK Listing Rules target to have at least one of the four senior Board positions held by a woman. As at 31 March 2026, Allison Kirkby is Chief Executive and Ruth Cairnie is Senior Independent Director. This will increase to three senior Board positions held by women when Patricia Cobian becomes CFO.

  Details of the group's approach to inclusion and wellbeing, including its plans and progress can be found on pages 34 to 36.

  BT Group plc Annual Report 2026 90 Corporate governance report

  Board composition, succession and evaluation (continued) Nominations Committee Chair's report (continued)

  ‌Diversity as at 31 March 2026

  Gender

  BT Group plc Board

  Seniorpositionsonthe Board

  (CEO, CFO, SIDand Chair) Executive managementa

  Men 9	64.3%	2		8	66.7%
  Women 5	35.7%	2		4	33.3%
  Ethnicity
  White British or 8	57.2%	4		11	91.7%
  Mixed/multiple 1	7.1%	0		1	8.3%
  Asian/Asian British 5	35.7%	0		0	0%
  Black/African/ 0	0%	0		0	0%
  Other ethnic group 0	0%	0		0	0%

  other Whiteb ethnic groups

  Caribbean/Black British

  
  
  

  1

  8.3%

  
  
  

  Disability 1 7.1% 0

  Men

  63 66%

  Women

  32 34%

  Senior leadership teamc

  1. This includes the Executive Committee, including the Executive Directors, the Company Secretary and the CEO, Openreach. As at the date of this Report, 41.7% of the Executive management are women and 58.3% are men.

  2. This includes minority-White groups.

  3. This comprises the Executive Committee, including the Company Secretary and the CEO, Openreach (the 2024 Code definition of Senior Management), and their direct reports. It excludes the Executive Directors, and any other senior leadership or administrative roles.

  8.3%

  16.7%

  33.3%

  41.7%

  Chairman and Non-Executive Directors' tenure Board Committee gender diversity

  Audit & Risk Committee

  3

  60% 2

  40%

  Nominations Committee

  7

  63.6% 4

  36.4%

  Remuneration Committee

  2

  50% 2

  50%

  Responsible Business Committee

  2

  40% 3

  60%

  0-2 years - 4

  6-8 years - 1
  
  

  2-4 years - 5

  8+ years - 0
  
  

  4-6 years - 2

  Men Women
  
  Audit, risk and internal control Audit & Risk Committee Chair's report
  
  ‌Committee role‌

  During the year, the Committee oversaw the integrity of financial reporting, the effectiveness of the risk, control and assurance framework, and the performance and independence of the internal audit function and external auditor. The Committee also continued to monitor regulatory compliance with the Commitments and the effectiveness of the Speak Up whistleblowing service.

  
  
  

  Matthew Key Chairof the Audit& Risk Committee 20 May 2026

  Committee membership and attendance

  The Committee is responsible on behalf of the Board for:

• monitoring the integrity of the financial statements and overseeing the financial reporting process

• reviewing the effectiveness of the group's systems of risk management and internal control

• reviewing the effectiveness of the internal audit function

• approving the appointment, reappointment, and remuneration of the external auditor, as well as the terms of engagement and provision of any non-audit services

• overseeing the external auditor's independence and effectiveness

• monitoring the effectiveness of the Speak Up whistleblowing service and compliance activities

• overseeing compliance with the Commitments made as part of the 2017 Digital Communications Review (DCR) with Ofcom and the Governance Protocol.

  Based on the work undertaken during the year, the Committee is satisfied that the group's financial reporting, external and internal audit processes, and systems of risk management and internal controls operated effectively during the year.

  The Committee's key responsibilities are set out in its terms of reference available at bt.com/governance
  
  

  The Committee members are all Independent Non-Executive Directors with a range of skills and the Committee as a whole has experience relevant to the telecoms sector. Both Tushar Morzaria and I have recent and relevant business and financial experience, in line with the Code and Disclosure Guidance and Transparency Rule 7.1.1AR, as set out in our biographies on pages 76 to 79. The Committee acts independently of management. The Company Secretary is secretary to the Committee and she, or her delegate, attends all meetings and provides guidance, advice and support

  as required.

  The Chairman, Chief Executive, Chief Financial Officer, and General Counsel, Company Secretary and Director Regulatory Affairs and KPMG attend meetings as invitees. Other regular meeting attendees are the Director of Group Finance, Director of Group Audit, Risk & Controls, Director of Regulatory Affairs, Legal Director Competition and Regulatory Law, Legal Director Compliance & Litigation, and the Openreach Audit Risk and Compliance Committee Chair.

  During the year, the Committee held six scheduled meetings. Private sessions with the Committee members and the internal and external audit teams were held at the start of Committee meetings without management present. The external auditor was not present at meetings when their appointment, performance and/or their remuneration was discussed. Attendance at meetings can be found on page 79.

  Ahead of each Committee meeting I met with the KPMG lead audit partner and separately with management to discuss specific items of focus to report back to the Committee. After each meeting I report back to the Board on the Committee's activities, the main matters discussed, highlight any matters of particular relevance and recommend any items for approval.

  Details on the FY26 Board and Committee performance review can be found on page 86
  
  Audit, risk and internal control (continued)

  Audit & Risk Committee Chair's report (continued)

  
  
  

  Overview of the year

  Focus areas Considered by the Committee

  	2025					2026
  	Apr	May	Jul	Sep	Nov	Feb
  Financial reporting - Results, trading updates and key accounting judgements
  - Corporate income tax accounting
  - Pensions accounting
  - Annual Report
  - Going concern assessment
  - Viability statement
  - Internal controls over financial reporting
  - Regulatory financial statements
  External audit - External auditor report
  - Audit and non-audit fees
  - Effectiveness
  - External audit plan
  - Independence and recommendation to reappoint
  - FRC Audit Quality Review
  - External Audit Partner
  - External Audit Tender
  Group internal audit and group risk - Group internal audit report
  - Internal audit charter
  - Internal audit annual plan
  - Group risks reports
  Commitments compliance and key regulatory matters - Reputational and Ofcom matters
  - Openreach Board Audit Risk and Compliance Committee Chair report

  and Commitments compliance report

  • Commitments and Governance Protocol monitoring and compliance report

    Other items

  • Litigation and major contentious matters update

  • UK Corporate Governance Code 2024 - Risk and internal controls reporting preparations

  • Terms of reference review

  • Committee performance review

  • Ethics update

  • Compliance priority risks

  • Cyber risk

  • Operational resilience

    ‌Financial reporting

    During the year the Committee exercised robust judgement and challenge in reviewing the full and half year results and the Q1 and Q3 trading updates, as well as the quality of accounting policies and practices and critical accounting estimates and judgements.

    The Committee considered and was satisfied with:

• the processes supporting the preparation and consolidation of the financial statements, including the consistent application of the accounting policies and the ongoing verification by management and the external auditor

• management's accounting judgements and the appropriate application of the accounting policies with a potential focus on material matters and areas of significant judgement, having also discussed these with the external auditor.

  The Committee exercised its judgement when considering the financial statements and recommended approval by the Board of each of the full and half year results, Q1 and Q3 trading updates and the Annual Report.

  Fair, balanced and understandable

  In May 2026, the Committee reviewed the Annual Report 2026, having provided feedback on earlier drafts. The Committee concluded that the Annual Report taken as a whole was fair, balanced and understandable and provided the information necessary for shareholders to assess the group's position, performance, business model and strategy, and the potential impact on forward-looking assumptions supporting the going concern and viability assessments.

  In its assessment, the Committee considered that the following had been carried out and this formed the basis of its recommendation to the Board:

• a verification process covering the factual content performed by the internal audit team

• comprehensive reviews by different levels of management, including the Executive Committee, to consider the messaging and ensure consistency and overall balance

• independent reviews by the external auditor which did not highlight any material inconsistencies.

  Significant matters related to the financial statements and how these were addressed Group accounting policies, critical and key accounting estimates and significant judgements

  The Committee considered the accounting policies and disclosures in the consolidated financial statements regarding critical and key accounting estimates and significant judgements as summarised in note 3 of the financial statements. More details on the Committee's oversight of the significant matters are set out below.

  Goodwill impairment review

  The Committee reviewed and discussed the key assumptions and judgements made by management as part of the goodwill impairment review, including the operating cash flow forecasts, the analysis of cash-generating units and the resulting headroom and sensitivity analysis. The Committee spent time understanding the judgements contained within the forecasts and understanding how balanced the forecasts were.

  Business revenue The Committee considered and discussed the risk of billing inaccuracy and an update on the control deficiencies that had been previously identified in the Business CFU in relation to legacy systems and processes. The Committee spent time understanding the status of management's remediation plan which has progressed in the year, the methodology of determining any potential revenue risk, the root causes, impact on customers and considered the approach of

  estimating what the potential liability may be. The Committee considered and was satisfied with the estimates for the liability.

  Pensions

  The Committee considered the assumptions and judgements underlying the valuation of the pension assets and liabilities in the financial statements, as summarised in note 20 of the consolidated financial statements. It considered the range of reasonable assumptions and the associated impacts on the balance sheet, income statement and related disclosures. Further detail is disclosed in note 20 of the financial statements.

  Sports joint venture (JV)

  The Committee reviewed the judgements in relation to the sports JV with Warner Bros. Discovery, Inc., including assessments of the JV business performance, the impairment recognised in the joint venture, cash flow forecasts and the valuation of BT Group's interest in the JV.

  Litigation provisions, contingent liabilities and regulatory provisions

  The Committee discussed contingent liabilities associated with litigation, regulatory items and major contentious matters throughout the year. During the year, the Committee has placed focus on understanding and scrutinising legal assessments by the group's external and internal legal advisers of the claims that have materialised, to ensure the adequacy of its provisions.

  Divestments

  The Committee reviewed the judgements made in relation to the group's divestments, including the classification of held for sale, and the final profit or loss on disposal.

  Going concern assessment

  The Committee considered management's forecasts of group cash flows and net debt, as well as the group's liquidity requirements and borrowing facilities, including downside scenarios from the viability model as set out below. Following this review and a discussion of the sensitivities, it confirmed that the going concern basis of accounting continues to be an appropriate basis of preparation for the financial statements and recommended it for approval by the Board - see page 114.

  Viability statement

  The Committee reviewed the process and assessment of the group's prospects, taking into account the group's current position and principal risks. The Committee also considered the group risks in management's stress testing model, including the review of downside scenarios and a combined 'severe but plausible' scenario where multiple interconnected risks materialise. The Committee was satisfied that the Viability statement could be provided and recommended it for approval by the Board - see page 72.

  Regulatory finance reporting

  The Committee supported the processes and systems enhancements that were implemented to ensure that the group met its regulatory reporting obligations.

  Other matters

  The Committee reviewed specific items quarterly and considered and agreed that they were appropriately categorised. It considered management's view of the quality of earnings, definition of alternative performance measures, the control assessment over pension co-investment vehicles, the determination of key lease terms, and of the effective tax rate. It also considered a detailed assessment of provisions, and the Committee was satisfied with the analysis provided in relation to the results.

  Audit, risk and internal control (continued)

  Audit & Risk Committee Chair's Report (continued)

  External audit

  The Committee is responsible for making recommendations to the Board on the reappointment of the external auditor, reviewing their effectiveness, determining their independence from the group and its management, and agreeing the scope and fee for the audit. The Committee concluded that the reappointment of KPMG should be recommended to shareholders at the 2026 AGM.

  BT Group confirms that it complies with the EU Regulation on Audit Reform and the Competition and Market Authority's Statutory Audit Services Order with regard to mandatory auditor rotation and tendering. The Committee also considered the FRC's External Audit: Minimum Standard. Following the audit tender in FY17, KPMG was appointed as BT Group's external auditor from the conclusion of the 2018 AGM. The FY26 audit is KPMG's eighth audit of BT Group.

  An external auditor tender process is underway, which will be completed during FY27 to provide sufficient time for a transition should a new external auditor be selected. The FRC's guidance on external auditor tendering will be followed and the Committee will consider a number of factors in its decision-making process, including the most recent FRC Audit Quality Review reports, conflicts of interest and independence, the skills and experience of key individuals, and the audit strategy including the use of technology.

  The key steps of the process include:

  In November 2025, the Committee delegated authority to a steering committee involving select Committee members and management to lead the day to day tender process. A request for information was issued to four shortlisted audit firms and two confirmed their intent to participate, independence and proposed partners.

  In January 2026, initial interviews took place with the proposed partners and feedback was shared with the Committee in February 2026.

  In April 2026, the request for proposals were issued to the two audit firms who confirmed their intent to participate.

  The process will continue to assess the suitable external auditor, including management meetings, workshops and presentations.

  Once the assessment has been completed, the process will conclude and a recommendation will be made from the Committee to the Board to appoint the external auditor. Further reporting on the outcome of the external auditor tender will be included in next year's Annual Report.

  
  
  

  Jon Mills has been the KPMG lead audit partner since the start of FY24. The Committee has continued to discuss candidates and prepare for a lead audit partner rotation and the Committee and management have had ongoing exposure to potential candidates throughout the year. During the year, I have met with the KPMG engagement partner to discuss the quality of the audit and lead audit partner candidates.

  During the year, the Committee:

• considered and approved the proposed external audit fees for the year ended 31 March 2026 and the recurring audit fee for the regulatory financial statements and the interim review fee -see page 151

• reviewed with the external auditor, the scope of work, audit plan and strategy for FY26

• approved the engagement letter of the external auditor

• recommended approval by the Board of management's letters of representation

• reviewed rules around auditor rotation, and the expected timing for the next tender.

As part of my role as Committee Chair, I informed the Board of the outcome of the external audit within my year-end report.

The Committee discussed the external auditor's independence and potential areas that could give rise to a conflict of interest and considered the safeguards in place to prevent compromising their independence and objectivity. In particular, BT Group's provision of network and mobile services to KPMG UK was considered, and it was confirmed that the provision of these services is not material from an independence perspective.

BT Group's Non-Audit Services Policy is reviewed by the Committee as appropriate and sets out the non-audit services that can be provided by the external auditor, in line with the latest ethical standards. The external auditor is not permitted to perform any work which they may later be required to audit, or which might affect their objectivity and independence, or create a conflict of interest. Internal procedures describe the approval process for work performed by the external auditor, and the Committee monitored compliance with these in relation to KPMG, considering the business relationships, level and appropriateness of non-audit services and fees. The Committee will continue to keep under review BT Group's Non-Audit Services Policy which can be found at bt.com/governance

The Committee reviewed the information from KPMG on the arrangements it has in place to safeguard its independence and objectivity, which are consistent with the ethical standards published by the FRC, including specific safeguards where they provide permissible non-audit services. The nature of the non-audit services provided by KPMG are described in note 8 of the consolidated financial statements. These services were required by law or regulation to be carried out by an appointed auditor, or represented services that support us to fulfil obligations required by law or regulation, contractual requirements, or represented areas of assurance work where it was materially more efficient for the external auditor to be engaged, as opposed to another third party due to the work completed in relation to the audit. These were permitted to be performed by the external auditor under the Revised Ethical Standard 2019.

Audit related assurance services, as well as any approved non-audit services performed by KPMG, are considered a low threat to auditor independence. Non-audit services are predominantly made up of audit-related assurance services, such as the audit of the regulatory financial statements, the interim review and providing comfort letters for bond issuances. This work falls within the scope of limited permissible services, which are closely related to existing audit work that KPMG provides. Therefore, the proportion of 'other non-audit services' to 'total services' carried out by the external auditor is considered the most suitable measure of the non-audit services provided. These represented 0.1% of the total fees (FY25: 0.1%).

BT Group plc Annual Report 2026 95 Corporate governance report

External auditor effectiveness and quality

The Committee assesses the effectiveness of the external audit process and the qualifications, expertise, resources, independence and objectivity of the external auditor, including the nature and extent of non-audit services throughout the year, focusing on:

- the quality of the audit and the financial reporting process, including how effective the external auditor is at identifying and addressing matters that could compromise the quality of BT Group's reporting

• the service of the external auditor and the relationships with the Committee, key members of management and the internal audit function

• whether the external auditor has demonstrated professional scepticism

• whether the external auditor has challenged management's assumptions where necessary.

The Committee reviewed the audit scope throughout the year and received regular reports from KPMG to enable them to assess the quality of the audit work. The Committee interacted with KPMG at meetings, as well as observing the communication and interactions between KPMG, management and internal audit. The Committee reviewed and monitored management's responsiveness to KPMG's request for information, and its findings and recommendations. I also met regularly with the lead audit partner.

During the year, a questionnaire was completed by the Committee and management to gather their perspectives on the effectiveness and quality of KPMG's work.

KPMG's audit of the Annual Report 2025 was selected by the FRC for Audit Quality inspection. The FRC's inspection focused on the accuracy of revenue due to complex billing systems in the Business CFU, the carrying amount of goodwill attributable to the BT Business cash generating unit and operating expenses. As part of the review, I met with the FRC's Audit Quality inspection team and the Committee discussed the final report which identified no key findings and noted one area of good practice.

In conclusion, the Committee agreed that:

• the external audit contributed to the integrity of the group's financial reporting

• the relationship between KPMG and both the Committee and management continues to be effective

• KPMG demonstrated an appropriate degree of professional scepticism and deployed a team with the required level of skill and expertise to enable an effective audit

• the audit strategy and plan was appropriately scoped, communicated and executed

• KPMG continues to be independent, and recommended to the Board that the reappointment of KPMG, as our external auditor, be put to our shareholders for approval at the 2026 AGM (this was subsequently approved by the Board).

Audit & Risk Committee Chair's Report (continued)

Internal audit provides independent, objective and timely assurance to senior management and the Board, through the Committee, over the design and operational effectiveness of key processes and controls that manage the risks across the group.

During the year, the Committee:

• reviewed and approved the group internal audit plan, ensuring it aligned to the risks within the business

• reviewed the internal audit charter, which sets out internal audit's objectives, authority, rights of access, reporting lines, role and scope, and any restrictions on independence

• considered quarterly reports on internal audit's activities and progress made against the internal audit plan, enabling the Committee to monitor delivery of the internal audit plan

• discussed, with management, all internal audit reports where controls were assessed as 'inadequate' and the action plans in place to address these. Actions were tracked and the Committee spent time discussing the progress made in closing down overdue actions, as well as the reasons they remained open.

  In April 2026, the Committee carried out its annual assessment of the performance of the internal audit function, including reviewing its activities, resources, organisational structure, objectivity and operational effectiveness. The Committee concluded that the function remains effective.

  Risk management and internal controls systems

  The risk, control and assurance framework has continued to be developed to enable the group to be smart with risk and make well-informed decisions. The Committee has overseen ongoing enhancements and simplification of the risk management framework - see pages 54 to 62.

  The framework divides the risk landscape into dynamic risks and enduring risks which are managed through 13 GRCs covering strategic, financial reporting, operational and compliance risks. The Board monitored the effectiveness of the group's risk management and internal controls through reviews of the GRCs throughout the year. Discussion of the GRCs is split between the Board and this Committee, and I report any key matters from the Committee reviews to the Board.

  Each GRC is owned by an Executive Committee member who attends the relevant Board or Committee meeting to discuss the status of risk and controls within their GRC. The Board or Committee robustly assessed both current, specific concerns (point risks) and uncertainties that may materialise in the future (emerging risks). The Board or Committee agreed with management any actions required to manage or mitigate these risks effectively. These discussions also include a consideration of risk appetite, the effectiveness of the controls and other mitigation activities, remediation plans and any further areas for improvement.

  Each of the GRCs was discussed throughout the year, with a focus on resilience, potential reputational risk and priority areas for the business to address in order to mitigate risk, including updating legacy systems and continuing to engage with Government on key matters.

  These activities enable the Committee to confirm that the group's systems of risk management and internal controls have been appropriately reviewed. Where considered necessary, targeted improvements have been planned or agreed in order to continue to transform the control environment and appropriately manage risk.

  Throughout the year the Committee also considered the effectiveness of the internal controls systems and preparations underway to report in line with the updated Provision 29 of the Code from FY27. The agreed approach to material controls reflects our well-established framework and will support the Committee in focusing on the highest risk areas of the control framework where additional attention may be required. See page 55 for more information on the planned approach to material controls and reporting against Provision 29.

  Commitments compliance

  The Committee continued to oversee the group's compliance with the Commitments made as part of the 2017 DCR with Ofcom.

  During the year, the Committee scrutinised the behaviour of BT Group, including Openreach, to ensure it remains focused on living up to both the letter and spirit of the Commitments and the Governance Protocol. Regular reports are submitted to the Committee, outlining the outcomes of compliance reviews, any potential breaches and, where appropriate, remedial actions.

  The Committee is asked to review the circumstances around any potential breach and agree the severity of the breach. Breaches continue to remain at a low level across the group.

  In addition, the Designated Non-Executive Director for Ofcom Engagement, Alex Chisholm, met with representatives from Ofcom to engage on Commitments compliance matters and ongoing regulatory developments. Quarterly meetings are scheduled with Ofcom and Alex reports back to the Committee, with any key updates included in my Committee update to the subsequent Board meeting. During the year, representatives from Ofcom attended one Committee meeting to discuss the Commitments and regulatory developments.

  Ethics and compliance

  The Committee reviewed half yearly reports on our ethics activity, including an assessment on whether we are within our risk appetite in relation to our Speak Up whistleblowing service.

  Our Speak Up service is our confidential whistleblowing service operated by an independent company, available 24 hours a day, in multiple languages, for both written and telephone reports. The Committee ensures that arrangements are in place for the proportionate and independent investigation of these matters via the People, Data & Compliance team and relevant subject matter

  experts and was satisfied that reports were investigated appropriately.

  The Committee also reviewed half yearly reports on our compliance priority risks in addition to the regular review of the GRCs. These reports highlighted, and the Committee discussed, updates on the data and cyber regulatory landscape, class action litigation trends and the Telecoms Access Review.

  Responsible Business Committee Chair's report
  
  
  
  

  ‌After four years as Chair of the Committee, this will be its last report. BT has long been at the forefront of responsible business practice. Led by Allison Kirkby over the past two years, BT's work, as an innovator and leader in areas such as digital inclusion and sustainability, is now fully reflected in its refreshed strategy and has become an embedded part of the business-wide transformation.

  Sara Weller

  Chair of the Responsible Business Committee

  20 May 2026

  I am pleased to present the report on the Committee's activities in the past year. This year the Committee reflected on and refined its purpose, resulting in a sharper focus on digital inclusion and sustainability. This strengthened alignment with the refreshed group strategy as responsible business is further embedded.

  During the year under review, the Committee was responsible on behalf of the Board for:

• bringing the group's purpose to life through the responsible business strategy

• providing advice and direction on corporate responsibility and sustainability risks to the group's operations and reputation

• supporting the development of expanded digital inclusion goals

• climate change and the environment

• aligning the group's longer-term business goals and the group's responsible business strategy and programmes

• monitoring the group's progress on its responsible business plans including those related to inclusion and representation

• overseeing consumer fairness matters by monitoring whether the group is living up to Ofcom's Fairness for Customers commitments.

  The Committee's key responsibilities are set out in its terms of reference available at bt.com/governance
  
  

  The Committee members were all Independent Non-Executive Directors. The Company Secretary was secretary to the Committee and she, or her delegate, attended all meetings and provided guidance, advice and support as required.

  The Chairman, Chief Executive, Chief Corporate Affairs and Brand Officer and the Responsible Business Director attended meetings as invitees.

  During the year, the Committee held three scheduled meetings. After each meeting I reported back to the Board on the Committee's activities, the main matters discussed and highlighted any matters of particular relevance. Attendance at meetings can be found on page 79.

  Details on the FY26 Board and Committee performance review can be found on page 86
  
  Committee focus in FY26 Digital inclusion and sustainability During the year, the Committee:

• challenged and considered digital inclusion and sustainability

  goals and targets, and how they support our aims to become a trusted leader under our strategic priorities

• discussed our input into the Government's Digital Inclusion Action Plan and role as a founder member of The Connection Project - a newly-formed digital inclusion coalition

• received updates from Consumer, Business, Networks and Openreach on progress against their digital inclusion and sustainability ambitions

• discussed the launch of Safer SIMs and the protection and support it offers to children and families

• considered the support provided by Business for SMBs including digital skills

• discussed progress and risks on carbon reduction goals as we progress towards our FY31 and FY41 targets - see page 70

• reviewed progress against Openreach's 'Let's Reach Zero' ambitions, including the electric fleet transition - see page 53

• considered progress in circularity initiatives in Networks and Consumer

• discussed BT Sourced's progress in our supply chain ambitions, including opportunities for future improvements

• reviewed progress on sustainability goals including those forming part of the Restricted Share Plan underpin - see page 100.

The Committee considered consumer fairness matters, including regulatory requirements and emerging risks. It discussed matters such as pricing and how broadband speeds are communicated to customers, as well as considering the group's adherence to Ofcom's Fairness for Customers commitments. The Committee also considered updates on the All IP transition and Digital Voice migration, and more specifically on the migration of vulnerable customers and the support in place to assist them, including our work with charity partners.

Inclusion and wellbeing continue to be key priorities for BT and the Committee discussed and challenged the approach and priorities for the coming year and future direction of initiatives across the group.

The Committee continued to receive updates on the impact of the EU's Corporate Sustainability Reporting Directive and other reporting frameworks to guide on reporting readiness and plans.

The Committee endorsed BT Group's Human Rights Policy.

As responsible business has been increasingly embedded throughout the group, governance of this activity can now transition from a standalone committee and towards a model where oversight is provided through the Board and for specific topics, its Committees. This transition completed after the Committee's final meeting in Q1 of FY27.

‌This year the Committee has supported the planned change in Chief Financial Officer and has also been active in considering the remuneration aspects of the several changes in Executive Committee membership. All decisions taken are in line with the clear and consistent approach to executive reward that has been established.‌

Dame Ruth Cairnie

Chair of the Remuneration Committee

20 May 2026

Contents

Review of the year; Committee decisions; key outturns and plans for the year ahead - pages 98 to 100.

The key aspects of our remuneration structure, outcomes for FY26 and implementation of the shareholder approved Directors' Remuneration Policy (Policy) in FY27 - page 101.

More detail on how we implemented the Policy during FY26 including the single figure table of remuneration for each director - pages 102 to 109.

How we take account of remuneration conditions across the group and the environment in which the Committee makes its decisions on executive pay -pages 110 to 112.

The Committee is responsible on behalf of the Board for:

• determining the salary and benefits for the Chairman, Executive Directors, members of the Executive Committee and the Company Secretary, and monitoring remuneration practices and policies for the wider workforce

• setting the performance targets for the annual bonus scheme for senior executives for the year ahead

• determining awards under the annual bonus scheme and the group's long-term incentive plans for senior executives

• reviewing and approving the Report on directors' remuneration

• reviewing and approving the Policy including seeking shareholder approval, on a binding basis, at least every three years

• ensuring that all remuneration decisions are made within the parameters of the approved Policy and align with our reward philosophy and our values. No senior executive is involved in any decision about their own remuneration.

The Committee members are all Independent Non-Executive Directors. The Company Secretary, or her delegate, attends all meetings and provides guidance and support.

The Policy as approved by shareholders at the AGM on 11 July 2025 in accordance with section 439A of the Companies Act 2006 can be found online at bt.com/annualreport

The Chairman, Chief Executive, Chief People & Culture Officer, Director of Work, Reward & Employee Relations and the Total Reward Policy & Design Director are typically invited to attend meetings. They are not present when their own remuneration is discussed or in other circumstances where their attendance would not be appropriate.

Deloitte LLP, as the independent remuneration adviser to the Committee, also attends meetings.

During the year, the Committee held four scheduled meetings and two ad hoc meetings. After each meeting I report back to the Board on the Committee's activities, the main matters discussed and highlight any matters of particular relevance. Attendance at meetings can be found on page 79.

On behalf of the Committee, I am pleased to present the Directors' Remuneration Report for the financial year ended 31 March 2026. This report describes the Committee's activities and remuneration outcomes for FY26. It also outlines the planned implementation of the Policy in FY27.

For FY26, annual bonus performance was based on a revised annual bonus scorecard comprised of three financial metrics (70%) and a transformation scorecard (30%) aligned to our transformation strategy.

• Adjusted EBITDA (27.5%) - despite trading pressures, tight cost controls helped deliver EBITDA growth post-divestments, albeit between threshold and target for the year.

• Normalised Free Cash Flow (NFCF) (27.5%) - NFCF performance was in line with our guidance for the year, and just above our target of £1.5bn.

• Adjusted Service Revenue (15%) - likewise, we delivered adjusted service revenue of £17.3bn, just above our target for the year.

  Our transformation scorecard accounted for the rest of the scorecard as follows:

• Net Promoter Score (NPS) (10%) - Group NPS reached a new record high during the year, with this measure finishing the year at 134% of target. However, the Committee considered this alongside other indicators of customer experience such as journey NPS and churn, and agreed that this outcome was not a fair reflection of the holistic experience of our customers during the year. The Committee therefore chose to exercise

  its discretion to reduce the outcome for the NPS measure to 116% of target.

• Reduction in units on legacy networks (2.5%) - performance against this measure was below threshold, due to complexities in transitioning the remaining PSTN customer cohorts, as well as delays to our supporting digital journeys.

• Reduction in number of applications (2.5%) - our target for the year was exceeded, with some plans being accelerated, offsetting delays in decommissioning other applications.

• Digital channel share (5%) - performance was below threshold, in part due to commercial decisions and re-prioritisation during the year.

• Customer time on service issues (5%) - despite progress in this area, performance was below threshold.

• Colleague engagement index (5%) - we achieved an increase in our engagement index of 2 pts between the September

and March surveys, with the March result in line with our threshold target.

Further details on the FY26 annual bonus scorecard outcome can be found on page 103.

Prior to any adjustment, the overall formulaic outcome of the bonus scorecard was 83.7% of target; including the discretionary adjustment to the NPS result, this reduced the outcome to 81.9% of target (or 49% of maximum). The Committee considered the adjusted result in the context of wider business performance and agreed that the outcome was fair and reasonable.

Allison and Simon will therefore be awarded bonuses of

£1,081,080 and £793,349 respectively. Following shareholder approval of the Policy last year, Executive Directors who meet the share ownership requirement (SOR) of 500% of salary will no longer be required to defer half of their award into shares for three years. As such, based on their shareholdings as at 31 March, both bonuses will be paid fully in cash in June.

Vesting of the 2023 Restricted Share Plan (RSP) awards The Committee carried out an assessment of the two underpins applying to the 2023 awards, relating to ROCEa performance and progress versus our sustainability commitments (for which input was provided by the Responsible Business Committee). It determined that performance was satisfactory in both cases. The Committee also considered the absolute value of the awards due to vest: although the share price has doubled since the awards were granted, the Committee assessed this to be a fair reflection of business performance and strategic progress driven by management, and therefore that the vesting values were appropriate.

All three tranches of the 2023 RSP awards will therefore vest in full in June 2026, 2027 and 2028 respectively. Tranches one and two remain subject to a holding requirement until June 2028.

More detail on the vesting of the 2023 RSP award can be found on page 104.

Last July we announced Simon Lowth's intention to stand down from the Board, and that following a comprehensive global search, we had appointed Patricia Cobian as his successor. Simon will step down as Chief Financial Officer (CFO) on 1 September 2026 and will remain an employee of the group until 31 January 2027, during which time he will support the onboarding of Patricia to ensure a managed handover.

In line with the Policy and treatment of prior leavers retiring from executive life, Simon will be treated as a 'good leaver'. He will remain eligible for a pro-rata bonus for the portion of FY27 served, which will be paid in cash in June 2027. Outstanding shares under the Deferred Bonus Plan (DBP) and RSP will be preserved (the latter pro-rated for service) and will vest according to their normal schedule (subject to satisfaction of the RSP underpins). More details on Simon's outstanding DBP and RSP awards can be found on page 106.

Considering Simon's long tenure at BT, upcoming retirement and considerable shareholding, the Committee exercised its discretion to waive the holding requirement on outstanding RSP awards upon cessation of employment. Simon will however still be required to maintain a minimum shareholding equivalent to 500% of his salary for two years until 31 January 2029.

Patricia will join the Board as CFO Designate, an Executive Director and a member of the Executive Committee on 20 July 2026 and will succeed Simon as CFO on 1 September 2026.

Patricia has been appointed on a base salary of £750,000, with all other elements of her package in line with the Policy. The Committee also agreed to buy out certain elements of remuneration which would be forfeit on her departure from her previous role, with replacement awards made on a like-for-like basis. Further details will be included in the 2027 Report on Directors' Remuneration.

Last year our pay review budget was highly constrained. We were unfortunately not able to reach agreement with Prospect, who represent our UK manager-grade colleagues, on the 2025 pay review. To focus on ensuring our colleagues are paid as competitively as possible, we elected to award higher increases to those managers positioned lower compared with the market range for their role, thereby maximising the impact of the available budget. In light of the limited budget, both Allison and Simon agreed that they would not be eligible for an increase in 2025.

a ROCE is defined on page 45.

Over the last twelve months we have continued our mission to improve pay transparency and help our colleagues better understand how their pay is determined. This year we introduced a new digital total reward statement, ensuring all colleagues can see, understand and value all elements of their remuneration -particularly critical given the limited pay review budget in 2025.

In addition, all UK-based colleagues in management grades now have visibility of the market pay ranges for their roles. We believe this is a market-leading position of transparency which builds confidence and trust among our colleagues and drives improved fairness and consistency in how pay decisions are made.

The Committee is pleased that we were able to reach agreement with both of our unions in 2026; as a result, all of our UK colleagues earning £30,000 or less will receive a 4.1% increase, while a 3% budget is available for those on a salary above £30,000.

As stated above, a 3% budget has been agreed for the majority of our UK colleagues in management grades this year. Allison will receive a 3% salary increase with effect from 1 June 2026, which is the first increase since her appointment in February 2024.

As he will soon step down from his role, Simon will not receive a salary increase.

A few changes will be made to the FY27 annual bonus scorecard measures and weightings from FY26 to reflect the evolution of in-year priorities in support of our transformation strategy.

The updated leadership scorecard is as follows:

Category Measure Weighting

Financial Adjusted EBITDA 27.5% Normalised Free Cash Flow 27.5%

Adjusted UK Service Revenue 15%

UK retail market share has been introduced, covering both mobile and broadband markets across all of our three retail brands. This reflects the importance of growth in market share as a critical part of our drive for sustainable long-term revenue growth.

The rest of the transformation scorecard continues this year's critical focus on simplification and driving improved customer experience: reduction in the units on legacy networks has been given an increased weighting of 5%, while time spent on customer service issues and Group NPS retain their 5% and 10% weightings respectively. Colleague engagement is also retained, to ensure that our colleagues remain front-of-mind during our continued transformation, our cultural refresh, and brand relaunch.

Allison and Patricia (following her appointment) will be granted RSP awards of 200% of salary. In line with the Policy approved by shareholders in 2025, the awards will vest in a single tranche in June 2029, and will be subject to a two-year holding period until June 2031.

Simon will not be eligible to receive an RSP award for 2026.

RSP awards will be subject to the same two underpins as the 2025 awards, measured over the three-year vesting period:

1. ROCEa - average return on capital employed must be at least 7%

2. Sustainability - the business must have made sufficient progress over the vesting period towards meeting our digital inclusion and sustainability commitments (this could include carbon emissions and circularity).

The Chairman and Executive Directors reviewed the fees payable to Non-Executive Directors in the year and concluded that the base fee will increase by 2% from 1 June 2026, the first increase in

Transformation scorecard

UK retail market share 5% Reduction in units on legacy networks 5% Customer time on service issues 5%

Colleague engagement index 5%

Group NPS 10%

two years. The Chairman's fee was also reviewed and will also be increased by 2%, the first increase since Adam's appointment in 2021. Further details on the fee increases are set out on page 107, along with the fee payable for membership of the new Technology Working Group.

As always, the Committee and I wish to maintain an open dialogue on remuneration matters with our investors and I would welcome their comments or feedback, and support at the forthcoming AGM.

Financial metrics will continue to account for 70% of the bonus scorecard. EBITDA and normalised free cash flow have both been retained as-is, while Group service revenue has been revised to focus on the UK only. This change reflects the increased strategic focus on the core UK business.

Dame Ruth Cairnie

Chair of the Remuneration Committee

20 May 2026

a ROCE is defined on page 45.

BT Group plc Annual Report 2026 101 Corporate governance report

Given the limited budget, Allison and Simon agreed with the Committee that they would not be eligible for a salary increase for FY26.

• All three tranches of the 2023 RSP award will vest in June 2026,

  2027 and 2028 respectively

• Tranches one and two remain subject to a holding period until June 2028.

‌Remuneration outcomes for FY26

Total bonus outcome: 81.9% of target (49% of maximum)

Percentage of salary as at 31 March 2026

1,078%

520%

Remuneration Policy in FY27

Fixed pay

26%

Variable pay

74%

• Only a small proportion of pay is fixed; the rest is clearly linked to financial and strategic delivery

• A 3% increase was awarded to Allison for FY27

• No increase was awarded to Simon given he will soon step down from his role.

  Annual bonus
  
  

• Target 120% of salary Maximum 200% of salary

• 50% deferred for three years; bonus deferral disapplied if share ownership requirement is met.

  Restricted Share Plan
  
  

• 200% of salary

• Two underpins apply

• Vests after three years; two-year holding period applies.

  Link between pay and strategy

  One annual bonus scorecard reflecting our strategic priorities and increased accountability for delivery of our transformation:

  Adjusted EBITDA (27.5%)

  Normalised free cash flow (27.5%)

  Adjusted UK S e

  ervice revenu

  (15%)

  Group NPS (10%)

  Transformation (20%)

  BUILD
  
  

  the best, most trusted digital networks.

  CONNECT
  
  

  customers so they thrive, as we grow, in a digital world.

  ACCELERATE
  
  

  our modernisation to restore leadership in everything we do.

  Annual remuneration report

  ‌This section summarises all elements of the directors' remuneration in FY26. References to 'audited' refer to an audit performed in accordance with UK statutory reporting requirements.

  Single total figure of remuneration (audited)

  The following table sets out all emoluments received by directors for FY26 and FY25.

  Fixed pay

  Variable pay

  Basic salary and fees

  Benefitsa

  Pensionb

  Total fixed pay

  Annual bonusc

  Long term incentives

  Total variable pay

  Total

  £000

  £000

  £000

  £000

  £000

  £000

  £000

  £000

  FY26

  FY25

  FY26

  FY25

  FY26

  FY25

  FY26

  FY25

  FY26

  FY25

  FY26d

  FY25e

  FY26

  FY25

  FY26

  FY25

  Adam Crozier

  700

  700

  24

  37

  -

  -

  724

  737

  -

  -

  -

  -

  -

  -

  724

  737

  Allison Kirkby	1,100	1,100	39	70	110	110	1,249	1,280	1,081	1,208	3,251	0	4,332	1,208	5,581	2,488
  Simon Lowth	807	805	24	24	81	80	912	909	793	886	3,246	1,846	4,039	2,732	4,951	3,641

  Chairman Executive Directors

  Non-Executive Directors

  Dame Ruth Cairnie	172	172					172	172							172	172
  Maggie Chan Jonesf,h	122	119	50	43			172	162							172	162
  Sir Alex Chisholmg	140	76					140	76							140	76
  Steven Guggenheimerf,h	105	104	58	50			163	154							163	154
  Matthew Key	168	168					168	168							168	168
  Raphael Kübleri	0	0					0	0							0	0
  Sunil Bharti Mittalj	0						0								0
  Tushar Morzariak	130	117					130	117							130	117
  Rima Qureshif,h,l	131	9	44				175	9							175	9
  Gopal Vittalj	0						0								0
  Sara Wellerh	130	134	4	1			134	135							134	135
  Total	3,705	3,504	243	225	191	190	4,139	3,919	1,874	2,094	6,497	1,846	8,371	3,940	12,510	7,859

  1. Benefits are provided in line with the Policy.

  2. Pension allowance paid in cash for the financial year - see 'Pension allowance' on page 103.

  3. For FY25, annual bonus shown includes both the cash and deferred share element. For FY26, in line with our Policy, both executives received their annual bonus fully in cash as they had met their shareholding requirement. Further details are set on page 104.

  4. Values shown represent the estimated value of the RSP award granted in 2023, which reached the end of its three-year underpin period in March 2026. The estimated value is based on a three-month average share price from 1 January to 31 March 2026 of 199p. Further details are provided on page 104. Of the values shown, 86% and 74% were attributable to share price appreciation over the vesting period for Allison and Simon respectively. The value of tranches two and three will be further subject to share price movement until they vest in June 2028. The Committee did not exercise any discretion in relation to the vesting of the award or share price change.

  5. The FY25 figure for Simon disclosed in the 2025 report, reflected the estimated value of the third and final tranche of his 2020 RSP award, the second tranche of his 2021 RSP award, and the first tranche of his 2022 RSP award based on the timing of each tranche vesting. The FY25 figure has been restated to reflect only all three tranches of the 2022 RSP award as the performance underpins were applied over the three-year period to the end of FY25, and therefore we determined that it was appropriate to make this disclosure in the single total figure of remuneration in respect of FY25. The change in methodology does not impact Simon's total remuneration, only the timing of disclosure in the single total figure of remuneration. The restated value has also been updated to reflect the actual share price at vesting of the 2022 RSP of 190p. (For reference: due to the methodology previously used and the change now adopted, the values at vesting of the 2020 RSP third tranche and the 2021 RSP tranches two and three, have not previously been disclosed and will not be in the future either.) The values at vesting of those RSP awards are as follows: 2020 RSP third tranche £931,371 (based on a share price of 209p), 2021 RSP tranche two £552,769 (based on a share price of 190p) and 2021 RSP tranche three £602,634 (based on an estimated share price of 199p). Further details are provided on page 106.

  6. Includes an additional fee for regular intercontinental travel to attend Board and Board Committee meetings in line with the Policy.

  7. Alex was appointed as a director on 16 September 2024 and the FY25 figure represents his pro-rated remuneration during the year.

  8. Value shown relates to reimbursement of reasonable travelling and other expenses (including any relevant tax) incurred in carrying out their duties.

  9. Raphael was appointed as a director on 30 January 2024. Under the terms of the Relationship Agreement between BT and Deutsche Telekom and Raphael's letter of appointment, no remuneration is payable for this position.

  10. Sunil and Gopal were appointed as directors on 15 September 2025. Under the terms of the Relationship Agreement between BT and Bharti Televentures UK Limited (Bharti) and Sunil and Gopal's letters of appointment, no remuneration is payable for this position.

  11. Tushar was appointed as a director on 7 May 2024 and the FY25 figure represents his pro-rated remuneration during the year.

  12. Rima was appointed as a director on 2 March 2025 and the FY25 figure represents her pro-rated remuneration during the year.

  Additional disclosures relating to the single figure table (audited)

  Salaries and fees

  Executive Directors' salaries are reviewed annually, with any increases typically effective from 1 June. Given the limited budget, Allison and Simon agreed with the Committee that they would not be eligible for an annual salary increase for FY26 and their salaries remained unchanged at £1,100,000 and £807,233 respectively.

  Adam's annual fee has been £700,000 since his appointment as Chairman on 1 December 2021. His fee has remained at this level throughout the year as the Chairman volunteered to waive any fee increase during FY26.

  The fees for Non-Executive Directors reflect Committee-related or other additional responsibilities, including on a pro-rata basis for any appointments during the year. A full breakdown of Non-Executive Director fees is set out on page 107.

  Pension allowance

  Executive Directors receive an annual cash allowance, which can be put towards the provision of retirement benefits.

  Both Executive Directors received an annual allowance of 10% of salary. This is aligned with the contribution rate available to the majority of our UK employees. We also provide death in service cover consisting of a lump sum equal to four times salary, and for Simon Lowth only, a dependants' pension equal to 30% of his capped salary.

  Annual bonus

  Total bonus outcome: 81.9% of target (49% of maximum)

  1. For scorecard purposes, the EBITDA result assumes an on-target bonus payout for all colleagues. Actual post-bonus EBITDA for FY26 is £8,230m.

  2. Adjusted service revenue of £17,294m is calculated by adding International service revenue of £1,849m to Adjusted UK service revenue of £15,445m. See page 225 for a reconciliation of UK adjusted service revenue to its most directly comparable financial measure calculated and presented under IFRS.

  3. The Committee exercised its discretion to reduce the NPS element to better reflect the experience of our customers in the year more holistically.

  d March 2026 result shown. The September 2025 result was below threshold. Performance for scorecard purposes has been averaged across the two results.

  Both Executive Directors were eligible for an on-target bonus in respect of FY26 of 120% of salary with a maximum opportunity of 200% of salary. The annual bonus is based on performance against a scorecard of nine key financial and non-financial measures linked to our KPIs as set out on pages 42 to 45.

  Performance Measure	Weighting	Threshold	Target	Stretch	Outcome
  Financial
  Adjusted EBITDA (£m)a	27.5%	8,146	8,270	8,518	£8,212m
  					77% of target
  Normalised free cash flow (£m)	27.5%	1,376	1,500	1,748	£1,508m
  					102% of target
  Adjusted service revenue (£m)b	15%	17,009	17,268	17,786	£17,294m
  					103% of target
  Transformation scorecard
  Group NPSc	10%	0	100	200	116
  					116% of target
  Reduction in units on legacy networks	2.5%	1,860	1,585	1,464	1,948
  					0% of target
  Reduction in number of applications	2.5%	1,251	1,220	1,121	1,201
  					113% of target
  Digital channel share	2.5%	26.0%	27.0%	28.0%	23.8%
  	Consumer				0% of target
  	2.5%	8.3%	8.9%	10.1%	8.4%
  	Business				62% of target
  Customer time on service issues	2.5%	21.8	21.5	20.9	23.0
  	Consumer				0% of target
  	2.5% Business	57.0	55.0	53.0	61.1 0% of target
  Colleague engagement index %d	5.0%	76%	77%	79%	76%
  					25% of target

  Annual remuneration report (continued)

  The final bonus outturns for Allison and Simon are set out in the table below. These amounts will be delivered in cash in June 2026 as both executives have met their shareholding requirement as at 31 March 2026:

  	Total bonus outcome	% of max	Value
  Allison Kirkby	81.9% of target	49	£1,081,080
  Simon Lowth	81.9% of target	49	£793,349

  2023 RSP

  The RSP is a conditional share award. Two underpins applied over the initial three-year vesting period:

• average ROCEa must be at least 7%

• the business must have made sufficient progress over the vesting period towards meeting our sustainability commitments (which could include carbon emissions, carbon abatement and circularity).

  1. ROCE is defined on page 45.

     The Committee assessed performance against the two underpins at the end of the financial year and agreed that both had been satisfied. The Committee also considered the absolute value of the awards due to vest: although the share price has doubled since the awards were granted, the Committee assessed this to be a fair reflection of business performance and strategic progress driven by management, and therefore that the vesting values were appropriate.

     As a result, all three tranches of the 2023 RSP award will vest in full in June 2026, 2027 and 2028 respectively. Tranches one and two remain subject to a holding requirement until June 2028.

     Awards granted during the year (audited)

     2025 RSP

     The 2025 RSP awards were made in July 2025 and are set out below. RSP awards of 200% of salary were made to Allison and Simon in line with the normal Policy level.

     Director	Date of award	RSP award (shares)	Grant priceb	% of salary	Face value of award
     Allison Kirkby	28 July 2025	1,028,037	214.00p	200	£2,199,999
     Simon Lowth	28 July 2025	754,423	214.00p	200	£1,614,465

  2. The grant price is calculated using the average middle-market price of a BT Group plc share for the three dealing days prior to grant.

     These awards are conditional share awards. Two underpins apply over the initial three-year vesting period:

• average ROCEc must be at least 7%

• the business must have made sufficient progress over the vesting period towards meeting our sustainability commitments (which could include carbon emissions and circularity).

1. ROCE is defined on page 45.

   Should one or both underpins not be met, the Committee may at its discretion reduce the number of shares vesting, including to nil.

   Awards will vest in a single tranche after three years and will be subject to a further two-year holding period (such that no shares may be sold until year five). At vesting, additional shares representing the value of reinvested dividends on the underlying shares are added.

   Details of outstanding interests under the RSP are set out on page 106.

   2025 deferred shares

   In line with the Policy, 50% of the bonus awarded for FY25 was deferred into shares. The awards made to Allison and Simon under the deferred bonus plan (DBP) in June 2025 are set out below.

   Director	Date of award	DBP award (shares)	Grant priced	Face value of award
   Allison Kirkby	16 June 2025	330,000	183.00p	£603,900
   Simon Lowth	16 June 2025	242,169	183.00p	£443,169

2. The grant price is calculated using the average middle-market price of a BT Group plc share for the three dealing days prior to grant.

Deferred shares are not subject to performance conditions and have a three-year vesting period. At vesting, additional shares representing the value of reinvested dividends on the underlying shares are added.

Details of outstanding interests under the DBP are set out on page 106.

Both the annual bonus and long-term incentive arrangements are subject to a standalone malus and clawback policy. Under the malus provision, the Committee may apply its discretion to reduce (including to nil) any DBP or RSP award prior to the award vesting, if circumstances arise which justify a reduction. In line with the 2024 UK Corporate Governance Code requirements, the Committee confirms that there was no application of malus and clawback provisions during FY26.