FORM 20-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
20 - F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended 31 March 2009 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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Date of event requiring this shell company report................................
For the transition period from to
Commission File Number: 1-08819
BT Group plc
(Exact name of Registrant as specified in its charter)
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Not Applicable
(Translation of Registrants name into
English)
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England and Wales
(Jurisdiction of incorporation or
organization) |
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BT Centre
81 Newgate Street, London, EC1A 7AJ
England
(address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Name of each exchange on which |
American Depositary Shares
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registered: |
Ordinary shares of 5p each
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New York Stock Exchange |
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New York Stock Exchange* |
* Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the
requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the Annual Report:
8,151,227,029 Ordinary Shares, of 5p each
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No x
Note - Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under those
Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer o
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Non-accelerated filer o
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S. GAAP o
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International Financial Reporting
Standards
as issued by the International
Accounting Standards Board x
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Other o |
If Other has been checked in response to the previous question indicate by check mark which
financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes o No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes o No o
Not Applicable
All references in this Form 20-F to us, we or the Company, are to BT Group plc.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable
ITEM 3. KEY INFORMATION
3.A Selected financial data
The information set forth under the heading Selected financial data on page 143 and
Information for shareholders Exchange rates on page 152 of the Annual Report and Form 20-F 2009
as sent to shareholders and included as Exhibit 15.2 to this Form 20-F (Annual Report 2009) is
incorporated herein by reference.
3.B Capitalization and indebtedness
Not applicable
3.C Reasons for the offer and use of proceeds
Not applicable
3.D Risk factors
The information set forth under the heading Other matters Principal risks and
uncertainties on page 29 of the Annual Report 2009 is incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
4.A History and development of the company
The information set forth on page 1 and under the headings:
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Business review Introduction on page 8; |
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Business review How we are structured on page 10; |
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Other matters Acquisitions and disposals on page 28; |
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Financial review Balance sheet Capital expenditure on page 42; |
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Financial review Balance sheet
Acquisitions on page 42; and |
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Information for shareholders Shareholder
communication on page 159 |
of the Annual Report 2009 is incorporated herein by reference.
4.B Business overview
The information set forth under the headings:
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Business review on page 8; |
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Financial review Introduction to the Financial review Line of business results on page
33; |
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Operational statistics on page 146; and |
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Information for shareholders Cautionary statement regarding
forward-looking statements on page 148 |
of the Annual Report 2009 is incorporated herein by reference.
4.C Organizational structure
The information set forth under the headings Business review Introduction on page 8 and
Subsidiary undertakings and associate on page 141 of the Annual Report 2009 is incorporated
herein by reference.
4.D Property, plants and equipment
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information set forth under the headings Other matters Our property portfolio on page
29 and Financial statistics on page 145 of the Annual Report 2009 is incorporated herein by
reference.
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ITEM 4A. UNRESOLVED STAFF COMMENTS
As far as the Company is aware, there are no unresolved written comments from the SEC staff
regarding its periodic reports under the Exchange Act received more than 180 days before March 31,
2009.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A Operating results
The information set forth under the headings:
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Financial review on page 32; |
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Consolidated financial statements Accounting policies on page 79
(except the fourth paragraph of (i) Basis of preparation of the financial
statements on page 79); and |
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Information for shareholders Cautionary statement regarding
forward-looking statements on page 148 |
of the Annual Report 2009 is incorporated herein by reference.
5.B Liquidity and capital resources
The information set forth under the headings:
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Financial review on page 32; |
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Consolidated financial statements Notes to the consolidated financial
statements Loans and other borrowings on page 110; |
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Consolidated financial statements Notes to the consolidated financial
statements Financial commitments and contingent liabilities on page 117; |
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Consolidated financial statements Notes to the consolidated financial
statements Financial instruments and risk management on page 130; and |
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Information for shareholders Cautionary statement regarding
forward-looking statements on page 148 |
of the Annual Report 2009 is incorporated herein by reference.
5.C Research and development, patents and licenses
The information set forth under the headings
Business review Our resources Our global research and development
capability on page 22 and Financial statistics on page 145 of the Annual Report 2009 is incorporated herein by reference.
5.D Trend information
The information set forth under the headings Financial review on page 32 and Information
for shareholders Cautionary statement regarding forward-looking statements on page 148 of the
Annual Report 2009 is incorporated herein by reference.
5.E Off-balance sheet arrangements
The information set forth under the heading Financial review Balance sheet Off-balance
sheet arrangements on page 44 of the Annual Report 2009 is incorporated herein by reference.
5.F Tabular disclosure of contractual obligations
The information set forth under the heading Financial review Balance sheet Capital resources
on page 43 of the Annual Report 2009 is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A Directors and senior management
The information set forth under the heading Board of Directors and Operating Committee on
page 50 of the Annual Report 2009 is incorporated herein by reference.
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6.B Compensation
The information set forth under the headings:
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Report on directors remuneration on page 57; |
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Consolidated financial statements Notes to the consolidated financial
statements Retirement benefit plans on page 121; and |
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Consolidated financial statements Notes to the consolidated financial
statements Share based payments on page 126 |
of the Annual Report 2009 is incorporated herein by reference.
6.C Board practices
The information set forth under the headings:
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Board of Directors and Operating Committee on page 50; |
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The Board on page 52; and |
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Report on directors remuneration on page 57 |
of the Annual Report 2009 is incorporated herein by reference.
6.D Employees
The information set forth under the headings:
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Financial review Group results on page 33; |
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Consolidated financial statements Notes to the consolidated financial statements Employees on
page 126; and |
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Operational statistics on page 146 |
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of the Annual Report 2009 is incorporated herein
by reference. |
6.E Share ownership
The information set forth under the headings Report on directors remuneration on page 57
and Consolidated financial statements Notes to the consolidated financial statements Share
based payments on page 126 of the Annual Report 2009 is incorporated herein by reference.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major shareholders
The information set forth under the headings Shareholders and Annual General Meeting
Substantial shareholdings on page 74 and Information for shareholders Analysis of shareholdings
at 31 March 2009 on page 150 of the Annual Report 2009 is incorporated herein by reference.
7.B Related party transactions
The information set forth under the headings:
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Report on directors remuneration on page 57; |
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Directors information Interest of management in certain transactions
on page 70; and |
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Consolidated financial statements Notes to the consolidated financial
statements Related party transactions on page 116 |
of the Annual Report 2009 is incorporated herein by reference.
7.C Interests of experts and counsel
Not applicable
ITEM 8. FINANCIAL INFORMATION
8.A Consolidated statements and other financial information
See Item 18 below
In addition, the information set forth under the headings:
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Other matters Legal proceedings on page 28; |
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Financial review Other group items Dividends on page 39; |
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Consolidated financial statements Notes to the consolidated financial
statements Financial
commitments and contingent liabilities on page 117; |
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Information for shareholders Dividends on page 150; and |
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Information for shareholders Memorandum and Articles of Association
Articles Dividends on page 154 |
of the Annual Report 2009 is incorporated herein by reference.
8.B Significant changes
The information set forth under the heading Financial review Balance sheet Capital
resources on page 43 of the Annual Report 2009 is incorporated herein by reference.
ITEM 9. THE OFFER AND LISTING
9.A Offer and listing details
The information set forth under the heading Information for shareholders Stock exchange
listings Share and ADS prices on page 149 of the Annual Report 2009 is incorporated herein by
reference.
9.B Plan of distribution
Not applicable
9.C Markets
The information set forth under the heading Information for shareholders Stock exchange
listings on page 149 of the Annual Report 2009 is incorporated herein by reference.
9.D Selling shareholders
Not applicable
9.E Dilution
Not applicable
9.F Expenses of the issue
Not applicable
ITEM 10. ADDITIONAL INFORMATION
10.A Share capital
Not applicable
10.B Memorandum and articles of association
The information set forth under the heading Information for shareholders Memorandum and
Articles of Association on page 153 of the Annual Report 2009 is incorporated herein by reference.
10.C Material contracts
The information set forth under the heading Information for shareholders Material
contracts on page 155 of the Annual Report 2009 is incorporated herein by reference.
10.D Exchange controls
The information set forth under the heading Information for shareholders Limitations
affecting security holders on page 158 of the Annual Report 2009 is incorporated herein by
reference.
10.E Taxation
The information set forth under the heading Information for shareholders Taxation (US
Holders) on page 156 of the Annual Report 2009 is incorporated herein by reference.
10.F Dividends and paying agents
Not applicable
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10.G Statement by experts
Not applicable
10.H Documents on display
The information set forth under the heading Information for shareholders Documents on
display on page 158 of the Annual Report 2009 is incorporated herein by reference.
10.I Subsidiary information
Not applicable
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the headings:
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Financial review Financial risk management on page 45; |
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Consolidated financial statements Accounting policies on page 79 (except the fourth paragraph of (i) Basis of preparation of the financial statements on page 79); |
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Consolidated financial statements Accounting policies Financial
instruments on page 83; and |
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Consolidated financial statements Notes to the consolidated financial
statements Financial instruments and risk management on page 130 |
of the Annual Report 2009 is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable
ITEM 15. CONTROLS AND PROCEDURES
The information set forth under the heading Business policies US Sarbanes-Oxley Act of
2002 on page 73 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16.A AUDIT COMMITTEE FINANCIAL EXPERT
The information set forth under the heading Business policies US Sarbanes-Oxley Act of
2002 on page 73 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16.B CODE OF ETHICS
The information set forth under the heading Business policies US Sarbanes-Oxley Act of
2002 on page 73 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16.C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the headings Report of the
Audit Committee on page 54 and Consolidated financial statements Notes to the
consolidated financial statements Audit and non-audit services on page 129 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16.E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The information set forth under the heading Information for shareholders Share buy back on
page 153 of the Annual Report 2009 is incorporated herein by reference.
ITEM 16.F CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
Not applicable
ITEM 16.G CORPORATE GOVERNANCE
The information set forth under the heading The Board New York Stock Exchange on page 53 of the
Annual Report 2009 is incorporated herein by reference.
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PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable
ITEM 18. FINANCIAL STATEMENTS
The financial information concerning the Company set forth under the headings:
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Report of the independent auditors Consolidated financial statements United States opinion on page 78; |
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Consolidated financial statements on pages 79 to 135 (except the fourth paragraph of (i)
Basis of preparation of the financial statements on page 79); and |
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Quarterly analysis of revenue and profit on page 142 |
of the Annual Report 2009 is incorporated herein by reference.
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ITEM 19. EXHIBITS
The following exhibits are filed as part of this annual report:
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1.1
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Memorandum and Articles of Association, incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement on Form S-8 (File No. 333-130371) dated December 16, 2005 |
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4.1
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Letter of amendment to management agreement of Francois Barrault, dated 17 September 2007,
incorporated by reference to Exhibit 4.12 to the Companys Annual Report on Form 20-F dated
May 28, 2008 |
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4.2
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Letter of appointment of Eric Daniels as a non-executive director, dated 11 March 2008,
incorporated by reference to Exhibit 4.13 to the Companys Annual Report on Form 20-F dated
May 28, 2008 |
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4.3
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Letter of appointment of Patricia Hewitt as a non-executive director, dated 12 March 2008,
incorporated by reference to Exhibit 4.14 to the Companys Annual Report on Form 20-F dated
May 28, 2008 |
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4.4
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Letter of appointment as an external committee member post retirement of Baroness Margaret
Jay, dated 27 November 2007, incorporated by reference to Exhibit 4.15 to the Companys Annual
Report on Form 20-F dated May 28, 2008 |
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4.5
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Service contract appointing Ian Livingston as Chief Executive, dated 7 April 2008,
incorporated by reference to Exhibit 4.16 to the Companys Annual Report on Form 20-F dated
May 28, 2008 |
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4.6
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Service contract appointing Gavin Patterson as an executive director, dated 7 April 2008,
incorporated by reference to Exhibit 4.17 to the Companys Annual Report on Form 20-F dated
May 28, 2008 |
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4.7
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Letter of extension of appointment of Carl Symon, dated 27 November 2007, incorporated by
reference to Exhibit 4.18 to the Companys Annual Report on Form 20-F dated May 28, 2008 |
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Letter of extension of appointment of Clay Brendish, dated 1 August 2008 |
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Service contract appointing Anthony Chanmugam as Group Finance Director, dated 1 December
2008 |
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Letter of extension of appointment of Matti Alahuhta, dated 19 January 2009 |
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Letter of extension of appointment of Phil Hodkinson, dated 14 January 2009 |
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8.1
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Significant subsidiaries as of March 31, 2009, see Subsidiary undertakings and associate on
page 141 of the Companys Annual Report and Form 20-F
included as Exhibit 15.2 |
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Section 302 certification of Chief Executive Officer |
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Section 302 certification of Group Finance Director |
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Section 906 certification |
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Consent of PricewaterhouseCoopers LLP, independent auditors of BT Group plc |
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Annual Report and Form 20-F 2009. |
*
Certain of the information
included within Exhibit 15.2, which is provided pursuant to Rule
12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is
incorporated by reference in this Form 20-F, as specified elsewhere
in this Form 20-F. With the exception of the items and pages so
specified, the Annual report and Form 20-F is not deemed to be filed
as part of this Form 20-F.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this annual report on its
behalf.
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BT Group plc
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/s/ Tony Chanmugam
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Name: |
Tony Chanmugam |
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Title: |
Group Finance Director |
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Date: May 27, 2009