May 2014 Shareholder Exclusive ill GM w Our A ndon Lo be in nesday d e W on 14 ly 20 16 Ju Chairman’s message 2 Shareholder offers 4 E-shareholder info 6 Our investment in fibre broadband is transforming lives. As a result of our strong performance this year, the Board is proposing a final dividend of 7.5p, up 15%. This gives a full year dividend of 10.9p, also up 15%. We remain committed to paying progressive dividends to our shareholders and expect dividends to grow by 10%-15% for each of the next two years. We have continued to invest in the long-term health of our business. We have brought fibre broadband in reach of more than 19m UK premises – around two thirds of the country. Our rollout is well ahead of our original target and we are now rapidly expanding into rural areas as part of the Broadband Delivery UK programme. We successfully launched BT Sport in the year. We are making premium sports content widely available at significantly lower prices than previously provided in the market. Nine months on from launch, we have around 3m direct BT Sport customers and with our wholesale deals, it is now in around 5m homes. You can read full details of our performance in our Annual Report & Form 20-F 2014 online at www.bt.com/annualreport We enclose your AGM admission card/proxy card. Your votes are important to us, so if you are not able to come to the AGM, please use the proxy card to send us your voting instructions. If you are coming to the AGM, please bring the admission card with you to help with identification and keep it until the end of the meeting to vote. Our goal is to deliver sustainable, profitable revenue growth supported by the investments we are making. We made notable progress towards this goal in the year. I am confident BT will make further progress in the period to come, delivering long-term value for our shareholders. 2 adjustedb adjustedb £m 13,500 2,400 13,000 2,300 2,292 2,100 2,307 2,200 2,000 2012 12,000 2013 2014 2013 2014 1% 0% 5% 7% reported normalised c Adjusted earnings per shareb Year ended 31 March 2014 2013 12,500 28.2p 26.3p 7% a Certain results for the years ending 31 March 2013 and 2012 have been restated. b Items presented as adjusted are stated before specific items. 11,500 11,000 6,116 2013 2014 1% 2% 1% 0% 13,363 £m 2,500 13,126 Operating costsd Year ended 31 March 2,450 Free cash flow Year ended 31 March 2,300 5,840 5,791 reported 2012a reported adjustedb 12,171 1% 0% 2014 12,447 2014 5% 5% 2013a 12,312 2013 2012a 12,196 2014 reported Change Sir Michael Rake Chairman 7 May 2014 2013a 2,171 This has been an important year for BT. Our investments are delivering and contributed to a strong set of results. While our customer service improved this year, it was not good enough. This was partly because our resources were stretched by the widespread flooding across the UK and the strong demand for BT Sport. We are making our networks more resilient, recruiting more engineers and contact centre agents and investing to improve our systems and processes. We need to deliver a step-change to provide a superior service to all our customers. 2012a 2,318 The investments we are making are delivering – for both BT and the UK 17,000 18,287 17,500 Our Notice of meeting 2014 together with our Annual Report & Form 20-F 2014 are now available on our website at www.bt.com/annualreport 18,287 18,000 18,339 18,500 18,103 19,000 6,143 £m 6,200 6,100 6,000 5,900 5,800 5,700 5,600 6,034 £m 19,500 5,861 EBITDA Year ended 31 March 19,397 Revenue Year ended 31 March 18,987 A message from your Chairman Financial highlights 2013/14 2013a 2014 2013 2014 6% 9% 1% 0% Proposed full year dividend Year ended 31 March 2014 2013 Change 10.9p 9.5p 15% c Before specific items, purchases of telecommunication licenses, pension deficit payments and the cash tax benefit of pension deficit payments. 3 d Before depreciation and amortisation. Shareholder prize draw and offers BT Shop Fred. Olsen Cruise The BT Shop has some very special shareholder offers. Save up to 40% on the BT Aura 1500 Range, for instance, or £40 off the new BT Home SmartPhone S. To find out what’s available, call 0800 917 0514 or visit www.bt.com/shop/shareholder Demand is usually very high, so we’re only able to make these offers for a limited period. There’s no better way to travel the world than on a cruise ship. BT shareholders can save up to 25% on a choice of four European Fred. Olsen Cruises in 2014. To book call 0800 0355 150 quoting GRP0095 and promotion code BTSHARE. Bookings must be made by 30 June 2014. Visit www.fredolsencruises.com for more information. Holiday Extras Warner Hotels Holiday Extras is the market leader for discounted airport parking, airport hotels, travel insurance and for adding other elements to the holiday to make travel easier. BT shareholders can save up to 20% on airport add-ons. Simply call 0800 083 8746 and quote the code WC926. BT shareholders can save up to 50% on hundreds of rooms at Warner Leisure Hotels and an extra £20 per person on all Warner Leisure breaks. If you think you deserve time out from the hustle and bustle of day-to-day life and want to relax in style, then call 0800 1 388 399 any time before 31 July 2014, quoting the code PHCBT. Enter our prize draw to win a Lenovo 15" laptop with Windows 8 and 500GB capacity*. To enter, simply call 0800 138 5110 or go to www.bt.com/signup We’re giving all shareholders a chance to win a Lenovo 15" laptop, offering a perfect blend of professional style, performance and security*. With an HD display, AccuType keyboard, enhanced graphics, integrated webcam and dual stereo speakers, it’s great for handling your everyday computing needs. *For the laptop prize draw terms and conditions call 0800 138 5110 or go to www.bt.com/signup Prize draw closes on 31 July 2014 For more shareholder offers, go to www.bt.com/shareholderoffers 4 5 Become an e-shareholder for a chance to win As an e-shareholder, everything’s more straightforward. We’ll communicate with you electronically and your dividends will be paid directly into your bank or building society account. It’s easier and quicker all round. We’re offering anyone who signs up to become an e-shareholder by 31 July 2014 a chance to win some great prizes. Tickets to a top London venue Become an e-shareholder and you could win a pair of tickets to a top London venue. We’ve got eight pairs of tickets and the prize includes hospitality and seats in a shared VIP box*. How do I sign up? Step one iPad mini Naked Wines Relaxing break Win a new, Space Grey 16GB iPad mini. Thin, light and wi-fi enabled, it’s one of the very best tablets around*. All new e-shareholders will automatically receive a £30 credit with Naked Wines when you order a six or 12-bottle case of wine. Win a three-night weekend break for two people at one of Warner Leisure’s historic house hotels. Register online at www.bt.com/signup or scan the QR code and give us your email address and add your shareholder reference number from your AGM proxy card. Step two Look out for your activation code in the post. When you receive it, add your bank or building society details online. 6 What’s more, all new e-shareholders will be entered into a prize draw to win a six-bottle case of Moutard Champagne*. Receive half board accommodation in an upgraded Signature style room, enjoy live entertainment each night and make use of the sport and leisure facilities*. *To enter, sign-up and become an e-shareholder. For terms and conditions for all e-shareholder prize draws go to www.bt.com/signup All prize draws close on 31 July 2014. 7 Contact information Shareholder helpline For general enquiries call: Freefone: 0808 100 4141 (+44 121 415 7178*) Textphone: 0800 169 6907 (+44 121 415 7028*) BT Shop: 0800 917 0514 Online Post You can find information on how to manage your shareholdings at https://help.shareview.co.uk Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom If your question is not answered by the information provided, you can send your enquiry via secure email from these pages. *calls from outside the UK Managing your shares 24/7 View current market information and share prices, update your address and bank details and contact us through secure email by logging on and registering at www.shareview.co.uk Beware of fraudsters We would like to remind shareholders to be very mindful of unsolicited phone calls or correspondence concerning shareholding or investment matters. If you receive any unsolicited investment advice, make sure you record the name of the person, organisation, telephone number, address, etc and check they are properly authorised before you get involved. If it sounds too good to be true, it probably is. You can check on the Financial Conduct Authority’s (FCA) website at www.fca.org.uk or call their consumer helpline on 0800 111 6768. If you also tell Equiniti, they will liaise with the FCA and keep BT informed. BT Group plc www.bt.com Registered office: 81 Newgate Street, London EC1A 7AJ Registered in England and Wales No. 4190816. Produced by BT Group PHME: 70303 Printed in England by Pindar Scarborough Ltd Design by saslondon.com Printed on Amadeus 50 Silk which is made from 50% de-inked, post consumer waste and 50% virgin fibre 50% (Please include a daytime telephone number.)