Report on directors’ remuneration 2026

‌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.

  Malus and clawback

  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.

  Under the clawback provision, the Committee has discretion to require an employee to pay back to BT part or all of the cash part of the annual bonus within three years of payment. The Committee also has discretion to require an employee to pay back part or all of a vested deferred bonus or long-term incentive plan award within two years of the award or respective tranche vesting. The malus and clawback periods are designed to align with the post-vesting holding period and bonus deferral period respectively.

  The circumstances in which the Committee may consider it appropriate to apply clawback and/or malus include, but are not limited to those summarised below:

• behaviour by a participant which fails to reflect BT's governance and business values

• the extent to which any condition was satisfied was based on an error, or on inaccurate or misleading information or assumptions which resulted either directly or indirectly in an award being granted or vesting to a greater extent than would have been the case had that error not been made

• material adverse change in the financial performance of BT or any division in which the participant works and/or worked

• a material financial misstatement of BT's audited financial accounts (other than as a result of a change in accounting practice)

• any action which results in or is reasonably likely to result in reputational damage to BT or any subsidiary or associated company

• a material failure in risk management

• corporate failure

• negligence, serious misconduct, or gross misconduct of a participant; and/or

• fraud effected by or with the knowledge of a participant.

  Payments for loss of office (audited)

  No payments were made to directors during the year for loss of office.

  Former directors (audited)

  No other payments were made to former directors during the year.

  Directors' share ownership (audited)

  The Committee believes that the interests of the Executive Directors should be closely aligned with those of shareholders. The aim is to encourage the build-up of a meaningful shareholding in BT Group plc over time by retaining net shares received through the executive share plans or from market purchases.

  The shareholding requirement for Executive Directors under the Policy is 500% of salary. Executive Directors are expected to meet this requirement within five years of the approval of the Policy in 2020 or, in the case of any new Executive Directors appointed, within five years of their date of appointment. As at 31 March 2026, both Executive Directors had met their shareholding requirement as set out in the table below and overleaf.

  The shareholding requirement continues to apply in full for two years post-cessation of employment (or the total number of shares held at cessation, if lower). The post-cessation shareholding requirement will be calculated and expressed as a fixed number of shares by reference to the closing BT share price on the day immediately prior to the cessation date. The requirement is fixed as this number of shares for a period of two years and compliance will be measured at cessation and annually thereafter. In enforcing continued compliance post-cessation, the Committee may request that the Executive Director transfers any shares subject to the shareholding requirement to be held in trust until they no longer need to be retained.

  We encourage the Chairman and Independent Non-Executive Directors to purchase, on a voluntary basis, BT Group plc shares with an aggregate value of £5,000 on average each year (based on acquisition price) to further align the interests of Non-Executive Directors with those of our shareholders. They are asked to hold these shares until they cease being a member of the Board.

  This does not apply to the Bharti or Deutsche Telekom nominated representative directors appointed to the Board as Non-Independent, Non-Executive Directors under the terms of the relevant relationship agreements. This helps avoid any conflict of interest.

  Directors' interests at 31 March 2026 or on cessation (audited)

  The following tables show the beneficial interests in BT Group plc shares of directors and persons closely associated as at 31 March 2026 (or at the point of leaving for directors who left during the year).

  The first table reflects interests held by the Executive Directors under BT Group plc's share plans. The numbers represent the maximum possible vesting levels.

  For Executive Directors we use the average BT Group plc share price over the preceding 12 months (or the share price at acquisition/ vesting date if higher) to determine whether the minimum shareholding requirement has been reached. Given that the awards are not subject to formal performance conditions, unvested DBP and RSP awards are counted towards achievement of the executives' shareholding requirements on a net of tax basis.

  During the period 1 April 2026 to 20 May 2026, there were no movements in directors' beneficial holdings or other interests in shares. The directors, as a group, beneficially own less than 1% of BT Group plc's shares.

  Number of shares

  Executive Directors	owned outright at 31 March 2026	RSP and DBPa	Shareholding requirement (% of salary)	Current shareholding (% of salary)
  Allison Kirkby	525,000	2,594,540	500%	520
  Simon Lowth	2,116,018	3,029,121	500%	1,078

  a Subject to continued employment and, for the RSP, two underpins over the initial three-year vesting period.

  Annual remuneration report (continued)
  
  

  	1 April 2025	Awarded during the year	Dividends reinvested	Vested	Lapsed	Total number of award shares at 31 March 2026
  Allison Kirkby
  RSP	3,344,931	1,028,037	178,892			4,551,860
  DBP	-	330,000	13,499			343,499
  Simon Lowth
  RSPa	4,868,428	754,423	186,644	1,060,352		4,749,143
  DBPa	971,734	242,169	37,971	285,694		966,180
  yourshare 2021b	247					247

  a The share price on the date of vesting of the first tranche of Simon Lowth's 2022 RSP award, second tranche of his 2021 RSP and his 2022 DBP award was 190p, and 209p for the final tranche of the 2020 RSP.

  b Awards granted on 24 June 2021 under the free share element of the BT Group Employee Share Investment Plan in which all eligible employees of the group were granted £500 worth of shares.

  	Beneficial holding owned outright at 1 April 2025	Beneficial holding owned outright at 31 March 2026
  Chairman
  Adam Crozier	62,500	62,500
  Non-Executive Directors
  Ruth Cairnie	25,000	30,000
  Maggie Chan Jones	70,000	70,000
  Alex Chisholm	30,000	40,000
  Steven Guggenheimer	4,700	9,700
  Matthew Key	209,586	209,586
  Raphael Kübler	0	0
  Sunil Bharti Mittala	n/a	0
  Tushar Morzaria	100,000	100,000
  Rima Qureshi	0	0
  Gopal Vittala	n/a	0
  Sara Weller	47,000	52,932
  Total	548,786	574,718
  a Sunil and Gopal were appointed as directors on 15 September 2025.

  ‌Implementation of the Policy in FY27

  Base salary

  A 3% budget was agreed for our UK people in management grades this year. Allison will receive a 3% salary increase with effect from 1 June 2026 which represents 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.

  Benefits

  For Executive Directors, the Committee has set benefits in line with the Policy. No changes are proposed to the benefit framework for FY27.

  Pension allowance

  In line with the rate offered to the majority of our UK workforce, both Executive Directors receive an annual allowance equal to 10% of salary in lieu of pension provision.

  Annual bonus

  Both Executive Directors are eligible for an on-target and maximum bonus opportunity of 120% and 200% of salary respectively. Where an individual has not met their shareholding requirement, 50% of any bonus payable will be deferred into shares for three years. Where the individual has met their shareholding requirement, the bonus will be paid 100% in cash.

  The Committee has reviewed in full the measures, weightings and targets used in the annual bonus scorecard. The FY27 annual bonus structure measures and weightings are set out below.

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

• average ROCE must be at least 7%a

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

  1. ROCE is defined on page 45.

     Awards will vest at the end of the three-year restricted period in June 2029 . The net number of shares vesting will be subject to a further two-year holding period. At vesting, additional shares

     representing the value of reinvested dividends on the underlying shares are added.

     Malus and clawback provisions and overarching Committee discretion applies, as set out in the Policy.

     Chairman and Non-Executive Director remuneration

     The fees for Non-Executive Directors were reviewed in the year by the Chairman and Executive Directors, taking into consideration the role and requirements of BT Group, together with the fees paid to non-executive directors at companies of a similar size and complexity. Following the review it was agreed to increase the base fee by 2% to £91,800 a year with effect from 1 June 2026.

     The Chairman receives a single all-inclusive fee of £700,000 for his role. The Committee reviewed the fee and agreed a 2% increase with effect from 1 June 2026 which represents the first increase since his appointment in 2021.

     There are additional fees for membership and chairing a Board Committee, details of which are set out in the table below. The fee for membership of the Nominations Committee is included in the base fee. The fees are unchanged to the prior year.

     Category	Measure	Weighting
     Financial	Adjusted EBITDA	27.5%
     	Normalised free cash flow	27.5%
     	Adjusted UK service revenue	15%
     Transformation	UK retail market share	5%

     scorecard

     Reduction in units on legacy networks 5%

     Committee Chair's fee Member's fee

     Audit & Risk £35,000 £25,000

     Customer time on service issues 5%

     National Security and

     Investigatory Powers n/ab

     £8,000

     Colleague engagement index 5%

     Group NPS 10%

     All of the annual bonus measures are linked to our KPIs as set out on pages 42 to 45.

     In addition to the annual bonus scorecard, a health and safety underpin applies which allows the Committee to exercise its discretion to reduce the annual bonus payout result if there is a significant breach in health and safety.

     We do not publish details of the targets in advance as these are commercially confidential. Targets will be disclosed in full in the 2027 Report on directors' remuneration.

     RSP

     When considering the grant levels each year, the Committee takes account of the share price performance over the preceding year. Following review, the Committee has agreed that awards will be granted this year at the normal Policy level of 200% of salary.

     Allison will be granted an award under the RSP in June 2026 to the value of 200% of salary. As he will soon step down from his role, no RSP award will be made to Simon. Patricia Cobian will be granted an award, also of 200% of salary, shortly after joining.

     Remuneration £30,000 £15,000

  2. Where the Chairman or Chief Executive acts as Chair of a Board Committee, no additional Committee Chair fee is payable.

  Other fees payable include:

• an additional fee of £27,000 per annum to the Senior Independent Non-Executive Director

• an additional fee of £17,000 per annum to the Designated Non-Executive Director for Workforce Engagement

• an additional fee of £10,000 per annum to the Designated Non-Executive Director for Ofcom Engagement

• an additional fee of £17,000 per annum for membership of the Technology Working Group (effective from 1 June 2026)

• an additional fee of £20,000 per annum to the Director appointed to the sports joint venture between BT Group and Warner Bros. Discovery.

No element of Non-Executive Director remuneration is performance-related. Neither the Chairman nor the Non-Executive Directors participate in our bonus or all-employee share plans and nor are they members of any of the group pension schemes.

Other remuneration matters

Deloitte LLP were appointed by the Committee to advise on all aspects of the relevant executive remuneration matters. During the year, the Committee received independent advice

on executive remuneration matters from Deloitte. The Committee is satisfied that the advice provided by Deloitte has been objective and independent. The Deloitte partner who provides remuneration advice to the Committee does not have any connections with

BT Group plc that may impact their independence. Deloitte received £63,250 (excluding VAT) in fees for these services.

The fees are charged on a time-spent basis in delivering advice. That advice materially assisted the Committee in its consideration of matters relating to executive remuneration and the Policy.

Deloitte is a founder member of the Remuneration Consultants Group and as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK.

In addition, during FY26, Deloitte provided the group with advice on taxation and also provided additional consultancy services across BT.

The table below sets out the previous votes cast at the AGM in respect of the Annual remuneration report and the Policy.

Details on the FY26 Board and Committee performance review can be found on page 86.

TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends. The graph below illustrates the performance of BT Group plc measured by TSR relative to a broad equity market index over the past ten years. We consider the FTSE 100 to be the most appropriate index against which to measure performance, as BT Group plc has been a member of

the FTSE 100 throughout the ten-year period.

Source: Datastream

For 98.42%

Against 1.58%

For 98.68%

Against 1.32%

Withheld votes are not counted when calculating voting outcomes.

1. Allison was appointed as a director on 15 March 2019 and became Chief Executive from 1 February 2024. Her first RSP award was granted in February 2024.

2. Philip was appointed as a Director on 1 January 2019 and became Chief Executive from 1 February 2019. His first ISP award was granted in February 2019. Philip stood down as Chief Executive on 31 January 2024.

3. Philip's total remuneration for 2023 and 2024 has been restated to align with the change in methodology set out in the single figure table of remuneration on page 102.

4. Gavin stood down as Chief Executive on 31 January 2019.

The following table sets out the dates on which directors' service agreements/initial letters of appointment commenced and termination provisions:

Executive Directors

Commencement date Termination provisions

Allison Kirkby 1 February 2024 Directors' service agreements do not contain fixed term periods and are

Simon Lowth 4 July 2016

terminable by BT on 12 months' notice and by the director on six months' notice.

Chairman and Independent Non-Executive Directors

Commencement date Termination provisions

Adam Crozier 1 November 2021 The letter of appointment does not contain a fixed term period and is terminable

by BT on 12 months' notice and by the director on six months' notice.

Ruth Cairnie 6 April 2023

Maggie Chan Jones 1 March 2023

Alex Chisholm 16 September 2024

Steven Guggenheimer 1 October 2022

Matthew Key 25 October 2018

Tushar Morzaria 7 May 2024

Rima Qureshi 2 March 2025

Sara Weller 16 July 2020

Non-Independent, Non-Executive Directors

Letters of appointment do not contain fixed term periods and are terminable by either party on three months' written notice.

Relationship Agreement between BT and Bharti. The appointment is terminable on

As announced on 24 July 2025, Simon Lowth will be stepping down from the Board as CFO. Patricia Cobian will join as CFO Designate, an Executive Director and member of the Executive Committee with effect from 20 July 2026 and will succeed Simon as CFO on

1 September 2026.

There are no other service agreements, letters of appointment or material contracts, existing or proposed, between BT and any of the directors. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which any director or executive officer was selected to serve. There are no family relationships between the directors.

Each Independent Non-Executive Director has an appointment letter setting out the terms of his or her appointment. We ask each Non-Executive Director to allow a minimum commitment of 22 days each year, subject to Committee responsibilities, and to allow slightly more in the first year in order to take part in the induction programme. The actual time commitment required in any year may vary depending on business and additional time may be required during periods of increased activity.

The service agreements and letters of appointment are available for inspection by shareholders at BT Group plc's registered office.

‌Consideration of colleague and stakeholder views

Our colleagues are vital to our business and we believe in fairness throughout the group. There are several general reward principles which we apply at all levels:

• we aim to provide a competitive package with reference to the relevant market for each employee, as well as the skills and experience they bring to their role

• we ensure colleagues can share in the success of the business, and through the operation of all-employee share plans encourage colleagues to become shareholders

• where appropriate, variable remuneration is provided to incentivise employees towards driving the strategic aims of the business. Performance is based on both individual performance and the performance of the group, using a consistent framework for our senior management team and the majority of other colleagues

• we offer a range of employee benefits, many of which are available to all colleagues

• we aim for transparency and a fair cascade of remuneration throughout the group

• employment conditions for all colleagues reflect our values and are commensurate with those of a large publicly listed company, including high standards of health and safety, and a strong commitment to inclusion and wellbeing.

The Committee supports fairness and transparency of remuneration arrangements and the Policy has been designed to align with the remuneration philosophy and principles that underpin remuneration across the wider group. To support this, the Committee receives regular updates on colleagues and culture policies and reward practices for the wider workforce as well as updates on employee relations.

Whilst the Committee does not directly consult with our employees as part of the process of determining executive pay, the Board does receive feedback from employee surveys that take into account remuneration throughout the organisation. Maggie Chan Jones, our Designated Non-Executive Director for Workforce Engagement, also updates the Committee on sentiments being raised by our colleagues in relation to the remuneration of our workforce and related decisions.

When setting Executive Directors' remuneration, the Committee considers the remuneration of other senior managers and colleagues in the group more generally to ensure that arrangements for Executive Directors are appropriate in this context. When determining any salary increases for Executive Directors, the Committee considers the outcome of the wider pay review for the group.

The table below sets out the Chief Executive pay ratios as at 31 March 2026, as well as those reported in respect of the prior seven years. This report will build up over time to show a rolling ten-year period.

The ratios compare the single total figure of remuneration of the Chief Executive with the equivalent figures for the UK lower quartile (P25), median (P50) and upper quartile (P75) employees.

A significant proportion of the Chief Executive's remuneration is delivered through long term incentives, where awards are linked to share price movements over the longer term. This means that the ratios will depend significantly on long term incentive outcomes and may fluctuate from year to year. For example, the pay ratio exhibited in 2026 is materially higher than in prior years and 2025 in particular,

as it includes all three tranches of Allison's first RSP award, granted in 2023, the value of which has benefitted from material share price appreciation since grant. We believe that these ratios are appropriate given the size and complexity of the business, and are a fair reflection of our remuneration principles and practices.

We have used the 'Option B' methodology (based on gender pay reporting), as the most robust way to identify the individual reference points within an organisation with multiple operating segments.

Pay ratio

The total FTE remuneration paid during the year in question for each employee in each of the groups was then calculated, on the same basis as the information set out in the 'single figure' table for the Chief Executive. Bonus payments in respect of each year have been determined based on the latest available information at the time of analysis. The median total remuneration figure for each group was then used to determine the three ratios.

BT Group plc, our parent company, employs our Chairman, Executive and Non-Executive Directors only, and as such no meaningful comparison can be drawn based on the parent company alone, as is required by the reporting regulations.

Instead, we have chosen to present a comparison with our UK management and technical employee population, comprising around 20,000 colleagues.

We believe this is the most meaningful comparison given the nature of our workforce, as this group has similar performance-related pay arrangements as our Executive Directors. This is also consistent with prior year disclosures.

The salary/fee levels set out in the table below are in accordance with the Policy. Any increase in fees paid to the Non-Executive Directors reflects both the annual fee review as well as any changes in role including additional Committee responsibilities.

FY23 (% change) FY22 (% change) FY21 (% change)

a Under the terms of the Relationship Agreement between BT Group and Deutsche Telekom and the Directors' letter of appointment, no remuneration is payable for this position.

b Under the terms of the Relationship Agreement between BT Group and Bharti and the Directors' letter of appointment, no remuneration is payable for this position.

The table below shows the percentage change in total remuneration paid to all employees compared to expenditure on dividends and share buybacks.

a Includes share purchases by the Trust as set out in note 21 to the consolidated financial statements.

Embracing inclusion and wellbeing is core to our people and culture strategy and critical to our growth. Our inclusion strategy is a programmatic, evidence-based approach to help us understand and remove bias and other cognitive barriers from policies, processes, systems and decision making.

It supports our aim to build the strongest foundations by making sure we apply an inclusion lens to everything we do and by promoting a culture where colleagues can thrive.

At a group-level, our median hourly pay gap between male and female colleagues remains at 4.8% - the same level as 2024. This remains favourably below the UK national median of 13.4% (ONS provisional).

Our Gender Pay Gap statement sets out the key information required under legislation and is available on our website

bt.com/genderpaygap

Dame Ruth Cairnie

Chair of the Remuneration Committee

20 May 2026