EX-4.4



 Exhibit 4.4 

BT GROUP PLC 
  

 
 BT GROUP DEFERRED BONUS PLAN

  
  

As approved by the Board on 14 April 2011 and approved by ordinary resolution of Shareholders in general meeting on 13 July 2011, and
amended by the Remuneration Committee on 9 July 2015 and on 25 October 2016. 
 Expiry date 13 July 2021 







 THE RULES OF THE BT GROUP DEFERRED BONUS PLAN 

 

							
	Contents	  	Page	 
	 1.
	 	How the Deferred Bonus Plan will operate	  	 	3	 
			
	 2.
	 	Limit on the number of Shares which can be used	  	 	3	 
			
	 3.
	 	No rights to or in relation to Shares under the Deferred Bonus Award during the Deferred Period	  	 	4	 
			
	 4.
	 	General offer, scheme of arrangement or voluntary winding-up of the Company during the Deferred Period	  	 	6	 
			
	 5.
	 	 Ceasing to be in Employment during the Deferred Period
	  	 	7	 
			
	 6.
	 	 The Vesting of the Deferred Bonus Awards
	  	 	9	 
		
	 Definitions Appendix
	  	 	10	 
		
	 General Provisions Appendix
	  	 	15	 
		
	 US Appendix
	  	 	18	 


  
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	1.	HOW THE DEFERRED BONUS PLAN WILL OPERATE 

  

	1.1	Policies set by a Committee 

 A Committee will, from time to time, set the policies for the
Company’s operation and administration of the Deferred Bonus Plan within the terms of the Deferred Bonus Plan Rules, including the policies in relation to the following: 

1.1.1 the Eligible Executives who will be entitled to participate; 

1.1.2 the extent of Eligible Executives’ participation; 

1.1.3 the Deferred Period for each Deferred Bonus Award; and 

1.1.4 how Deferred Bonus Awards are granted. 
  

	1.2	The Deferred Bonus Award 

 An Eligible Executive who has been awarded a Bonus may be granted a Deferred
Bonus Award, which may be granted subject to such additional conditions as the Committee may determine or recommend, as the case may be. 
  

	1.3	When Deferred Bonus Awards will be granted 

 The Date of Grant of a Deferred Bonus Award can be at any
time but not during a Closed Period of the Company. A Participant who has been granted a Deferred Bonus Award will be sent, as soon as administratively practicable, a certificate confirming its grant and the terms on which it is granted. A Deferred
Bonus Award certificate will be in such form as the Company may determine from time to time. 
  

	1.4	Awards personal to Participants 

 Deferred Bonus Awards cannot be transferred, assigned, charged or
otherwise disposed of. On the death of a Participant, his Deferred Bonus Award(s) can Vest in accordance with Rule 5.2. If a Participant purports to transfer, assign, charge or otherwise dispose of his Deferred Bonus Award otherwise than as
permitted by this Rule 1.4, his Deferred Bonus Award shall immediately lapse. 
  

	1.5	Rights of Participants during the Deferred Period 

 A Participant has no rights of ownership, beneficial
or otherwise, in respect of the Shares the subject of his Deferred Bonus Award. 
  

	2.	LIMIT ON THE NUMBER OF SHARES WHICH CAN BE USED 

  

	2.1	The limit for all Shares used under the Deferred Bonus Plan 

 The number of Shares which
can be allocated under the Deferred Bonus Plan on any day, when aggregated with the number of Shares allocated in the previous 10 years under: 

  
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	 	2.1.1	any other Employees’ Share Scheme, cannot exceed 10 per cent. of the ordinary issued share capital of the Company from time to time; and 


 

	 	2.1.2	any other Employees’ Share Scheme operated on a selective basis, cannot exceed 5 per cent. of the ordinary issued share capital of the Company from time to time. 


 

	2.2	Meaning of allocation and exclusion from these limits 

 The references in this Rule 2 to
the “allocation” of Shares mean, in the case of any share option plan, the placing of unissued Shares or (for so long as UK institutional shareholders recommend) Treasury Shares under option and, in the case of any other Employees’
Share Scheme, the issue and allotment of Shares or (for so long as UK institutional shareholders recommend) the transfer of Treasury Shares. For the purposes of the limit in this Rule 2: 

 

	 	2.2.1	Shares where the right to acquire such Shares was released, cancelled or lapsed without being exercised will be ignored; and 

  

	 	2.2.2	to the extent that the Vesting of Awards is to be satisfied by the transfer of Shares, other than Treasury Shares, already in issue, those Awards will not be treated as granted over unissued Shares or Treasury Shares.


  

	2.3	Adjustment to Shares to be taken into account 

 Where Treasury Shares transferred, or
Shares issued, under the Deferred Bonus Plan or any other Employees’ Share Scheme of the Company are to be taken into account for the purposes of any of the limits in this Rule 2 and a Variation in the equity share capital of the Company has
taken place between the date of transfer or issue of any such Shares and the date on which any such limit is to be calculated, the number of such Shares which will be taken into account for the purposes of any such limit will be adjusted in such
manner as the Company considers appropriate to take account of the Variation. 
  

	2.4	The Individual limit 

 The number of Shares the subject of a Deferred Bonus Award will be calculated by
reference to the amount of the Bonus awarded to the Eligible Executive, such that the Market Value at the Date of Grant of those Shares is no greater than a maximum percentage of the Bonus agreed by the Committee from time to time. 

 

	3.	NO RIGHTS TO OR IN RELATION TO SHARES UNDER THE DEFERRED BONUS AWARD DURING THE DEFERRED PERIOD 

  

	3.1	No voting rights 

 A Participant has no voting rights attaching to the Shares the subject of his Deferred
Bonus Award during the Deferred Period. 

  
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	3.2	Dividends 

 A Participant has no rights to any dividends or any other rights attaching to the Shares the
subject of his Deferred Bonus Award during the Deferred Period. However, the Company, or the Trustee on the recommendation of the Company, may increase the number of Shares the subject of a Deferred Bonus Award after any dividend has been paid in
relation to the Shares. Any such increase shall be effected by doing the following: 
  

	3.2.1	in the case of a dividend in specie paid in order to effect a demerger of the Company, retain or reinvest the dividend as appropriate so that it comprises only shares in the Employing Company (net of any taxes and, if
applicable, associated costs), or 

  

	3.2.2	in the case of any dividend paid in any other circumstances (including a scrip election), increase the Deferred Bonus Award by an appropriate number of Shares, unless the Committee recommends otherwise, and in either
case, the number of Shares by which the Deferred Bonus Award is increased must have, unless Rule 3.4 applies, a Market Value on the date of increase which is as close as possible equal in value to the aggregate dividend (net of any taxes) paid in
respect of the same number of Shares as those under the Deferred Bonus Award. 

  

	3.3	Events which affect the share capital of the Company 

 Subject to Rule 3.4, if there is a Variation
during the Deferred Period affecting the equity share capital of the Company, the number of Shares the subject of a Deferred Bonus Award may be adjusted on the Company’s determination if it thinks it appropriate, or recommendation to the
Trustee. Participants will be notified in writing of any adjustment to the number of Shares the subject of their Deferred Bonus Awards. 
  

	3.4	A Variation which is a demerger of the Company 

 If there is a Variation which is a demerger of the
Company, the Company if it thinks it appropriate, or the Trustee on the recommendation of the Company, may adjust a Deferred Bonus Award so as to be over shares in the Employing Company (“the Adjusted Award”). Each Adjusted Award will be
equivalent to the Deferred Bonus Award which was adjusted (“the Unadjusted Award”) prior to the adjustment. An Adjusted Award will not be regarded as equivalent to an Unadjusted Award unless: 

 

	3.4.1	it is governed by the Rules in effect immediately before the preservation of the Unadjusted Award; and 

  

	3.4.2	the total Market Value of the shares the subject of the Unadjusted Award Is equal to the total Market Value immediately after the adjustment of the shares the subject of the Adjusted Award, calculated by reference to an
averaging of the relevant Market Value, as specified by the Company or as recommended to the Trustee, as the case may be. 

 The provisions of
the Deferred Bonus Plan shall, for this purpose, be construed as if the Adjusted Awards were granted under the Deferred Bonus Plan at the same time as the Unadjusted Awards. 

  
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 References to the “Company” shall, in relation to the Adjusted Award, be taken as references to the
Employing Company and references to “Share” shall be taken as references to a full-paid share in the Employing Company. The Company will procure the Trustee’s agreement to any amendment to the applicable employee share ownership trust
to give effect to this Rule 3.4. 
  

	3.5	Malus 

 If, subsequent to the grant of a Deferred Bonus Award, facts become known to the Committee which, in the
absolute discretion of the Committee, would justify a reduction in the number of Shares under the Deferred Bonus Award, the Committee shall have the discretion to reduce the number of Shares under the Deferred Bonus Award to take account of this. If
the Committee exercises its discretion under this Rule 3.5, it shall confirm this in writing to each affected Participant and, if necessary, the Trustee. For the avoidance of doubt: 

 

	 	(i)	if the Committee exercises this discretion, the Deferred Bonus Award shall be deemed to have been granted over the lower number of Shares and the Vesting of the Deferred Bonus Award in accordance with the Rules will be
by reference to this reduced number of Shares; and 

  

	 	(ii)	the discretion under this Rule 3.5 shall only be capable of exercise by the Committee of the Board of the Company to the extent that there has been no change of Control of the Company. However if, as a result of any
change of Control, the Company has a new holding company which immediately after the change of Control has substantially the same shareholders and proportionate shareholdings as the Company did before, the discretion under this Rule 3.5 shall
continue to be capable of exercise by the remuneration committee of the board of directors of the new holding company. 

  

	4.	GENERAL OFFER, SCHEME OF ARRANGEMENT OR VOLUNTARY, WINDING-UP OF THE COMPANY DURING THE DEFERRED PERIOD. 


 

	4.1	General offer 

 If during the Deferred Period any person (together with any person acting in concert with
that person, if relevant) obtains Control of the Company as a result of making an offer to acquire Shares which is either unconditional or was made on a condition which has been satisfied so that the person making the offer (together with any person
acting in concert with that person, if relevant) has Control of the Company, the Deferred Bonus Awards will Vest on the day that person obtains Control of the Company. 
  

	4.2	Extension to Participants of general offer 

 The Company will use its best endeavours to procure that if
the Shares the subject of the Deferred Bonus Awards which have Vested under Rule 4.1 were not the subject of the general offer, the offeror will make an offer to acquire from the Participant his Shares on the same terms as Shares of the same class
were acquired under the general offer. 

  
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	4.3	Scheme of arrangement 

 4.3.1 Subject to Rule 4.3.2, if during the Deferred Period the court
sanctions under Section 899 of the Companies Act 2006 a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the
Deferred Bonus Awards will Vest immediately after the Court has sanctioned the compromise or arrangement. 
 4.3.2 If the purpose and effect of the
scheme of arrangement is to create a new holding company for the Company, where such holding company would, following the scheme of arrangement, have substantially the same shareholders and proportionate shareholdings as those of the Company
immediately prior to the scheme of arrangement, Rules 4.3.3 to 4.3.4 shall apply and the Deferred Bonus Awards shall not Vest under Rule 4.3.1. 
 4.3.3
Where Rule 4.3.2 applies and any company (the “Acquiring Company”) obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under Section 899 of the Companies Act 2006 then: 

(i) the Trustee, to the extent that it has granted a Deferred Bonus Award, will take such action as is appropriate to acquire shares in the Acquiring Company;

 (ii) all outstanding Deferred Bonus Awards (“Old Awards”) shall be automatically surrendered in consideration of the grant to the Participants
of new awards (“New Awards”) which, in the opinion of the Company, are equivalent to the Old Awards (on the basis set out in Rule 4.3.4 below) but relate to shares in a different company; and 

(iii) to the extent that the Company has granted a Deferred Bonus Award, the Participant’s Old Award will automatically be surrendered in consideration of
the grant to the Participant of a New Award which, in the opinion of the Company, is equivalent to the Old Award (on the basis set out in Rule 4.3.4 below) but relates to shares in a different company. 

4.3.4 The New Awards will not be regarded as equivalent to the Old Awards unless: 

(i) they are governed by the Rules in effect immediately before the exchange of the Old Awards; and 

(ii) immediately after the exchange, the total Market Value of the Shares the subject of the Old Awards is equal to the total Market Value of the shares the
subject of the New Awards. The provisions of the Deferred Bonus Plan will, for this purpose be construed as if the New Awards were granted at the same time as the Old Awards. 

References to Shares will, in relation to the New Awards be taken as references to shares of the company whose shares are under the New Awards. References to
the Company shall, where appropriate, be taken to be references to the company whose shares are under the New Awards. 
  

	5.	CEASING TO BE IN EMPLOYMENT DURING THE DEFERRED PERIOD 

  

	5.1	Ceasing to be in Employment: generally 

 Unless otherwise provided in the Rules, if a Participant ceases
to be in Employment before the end of the Deferred Period, all his Deferred Bonus Awards will lapse in full on the date he so ceases. Notwithstanding any other provision in the Rules, no Deferred Bonus Award may Vest more than ten years after the
Date of Grant. 

  
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	5.2	Ceasing to be in Employment because of death, injury, ill health or disability 

 If a Participant ceases
or is to cease to be in Employment before the end of the Deferred Period because of death, injury, ill health or disability: 
  

	5.2.1	in respect of Deferred Bonus Awards the Deferred Period for which will end less than 12 months from the date the Participant so ceases Employment, those Deferred Bonus Awards will Vest on the date the Participant so
ceases Employment; and 

  

	5.2.2	in respect of all other Deferred Bonus Awards, the Company may, at its discretion, Vest, or recommend the Trustee to Vest, as soon as possible, all or part of any Deferred Bonus Award and/or preserve all or part of any
Deferred Bonus Award to the extent that it is not Vested immediately. The Deferred Bonus Award, to the extent that it is preserved, must be preserved until the end of the Deferred Period and will continue to be subject to the Rules. To the extent
that the Company (or, if applicable, the Trustee) has not exercised its discretion to Vest or preserve all or part of a Deferred Bonus Award, it will lapse on the date the Company (or, if applicable, the Trustee) confirms its decision.


  

	5.3	Ceasing to be in Employment because of Redundancy 

 If a Participant ceases or is to cease to be in
Employment before the end of the Deferred Period because of his Redundancy, all his Deferred Bonus Awards will lapse on the date he so ceases. The Company may however, at its discretion, Vest, or recommend the Trustee to Vest, as soon as possible,
all or part of any Deferred Bonus Award and/or preserve all or part of any Deferred Bonus Award to the extent that it is not Vested immediately. The Deferred Bonus Award, to the extent that it is preserved, must be preserved until the end of the
Deferred Period and will continue to be subject to the Rules. To the extent that the Company (or, if applicable, the Trustee) has not exercised its discretion to Vest or preserve all or part of a Deferred Bonus Award, it will lapse on the date the
Company (or, if applicable, the Trustee) confirms its decision. 
  

	5.4	Ceasing to be in Employment because of the sale of a company or business 

 If a Participant ceases to be
in Employment before the end of the Deferred Period because the company in the Group which employs him ceases to be a Participating Company or an Associated Company or because of the transfer or sale of the undertaking (or part of the undertaking)
in which he is employed to a person who is neither a Participating Company nor an Associated Company, all his Deferred Bonus Awards will lapse on the day he so ceases. The Company may however, at its discretion, Vest, or recommend the Trustee to
Vest, as soon as possible, all or part of any Deferred Bonus Award and/or preserve all or part of any Deferred Bonus Award to the extent that it is not Vested immediately. The Deferred Bonus Award, to the extent that it is preserved, must be
preserved until the end of the Deferred Period and will continue to be subject to the Rules. To the extent that the Company (or, if applicable, the Trustee) has not exercised its discretion to Vest or preserve all or part of a Deferred Bonus Award,
it will lapse on the date the Company (or, if applicable, the Trustee) confirms its decision. 

  
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	5.5	Ceasing to be in Employment in other circumstances 

 If, before the end of the Deferred Period, a
Participant gives or is given notice to leave Employment or ceases to be in Employment without any notice having been given in any circumstances other than the ones referred to in Rule 5.2, Rule 5.3 or Rule 5.4, his Deferred Bonus Award will lapse
on that date, unless the Company or the Trustee (as the case may be) decides otherwise. 
  

	5.6	Change of circumstances of Employment - deferral of Vesting and lapse provisions 

 If a Participant
ceases to be in Employment before the end of the Deferred Period, but continues to provide services to the Group or becomes employed by an Associated Undertaking, the Company may, at its discretion, decide, or recommend the Trustee to decide, that
the Participant is deemed not to have ceased Employment and that his Deferred Bonus Awards will continue to be held subject to the Rules. Rules 4 to 5 will apply when he subsequently ceases to provide services to the Group, or when he ceases to be
employed by an Associated Undertaking and is not re-employed by a member of the Group or in such other circumstances as the Company or the Trustee may determine (as the case may be). 

 

	5.7	Exercising discretion to preserve/Vest 

 If the Company or the Trustee decides to exercise any discretion
it has under this Rule 5 as regards Vesting or preservation of a Deferred Bonus Award it must do so not later than the date which is three months after the date the Participant ceases Employment, failing which the Deferred Bonus Award will be
treated as lapsing in full on the date he so ceases. In the three month period following a Participant ceasing Employment, a Deferred Bonus Award will not be capable of Vesting under any other provision of the Rules, unless the Company exercises its
discretion to preserve a Deferred Bonus Award. 
  

	5.8	The effect of the lapsing of Deferred Bonus Awards 

 A Participant will not be entitled to the Shares the
subject of his Deferred Bonus Award to the extent that it lapses. 
  

	6.	THE VESTING OF THE DEFERRED BONUS AWARDS 

  

	6.1	At the end of the Deferred Period 

 At the end of the Deferred Period, the Deferred Bonus Award will Vest
and the Shares the subject of it will be transferred as soon as reasonably practicable to a Participant who at the end of the Deferred Period is: 
 6.1.1
still in Employment; or 
 6.1.2 is not still in Employment but is a Participant to whom the Shares can still be transferred because of Rule 4 or Rule 5.

  

	6.2	The transfer of Shares 

 The Shares the subject of a Deferred Bonus Award which has Vested will be
transferred subject to any withholdings that may be necessary on account of a Participant’s Tax Liability in respect of the Deferred Bonus Award. The Company or any relevant company in the Group will be entitled to pay that Tax Liability by
selling such number of Shares the subject of the Deferred Bonus Award which has Vested as is necessary to discharge the Tax Liability and transfer the balance of those Shares to the Participant or as he may direct. 

  
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 BT Group Deferred Bonus Plan 

Definitions Appendix 
 Introduction 

The words and expressions used in the Rules which have capital letters have the meanings set out below. In the Rules: 

(i) the headings are for the sake of convenience only and should be ignored when construing the Rules; 

(ii) reference to any statutory provisions are to those provisions as amended, extended or re-enacted from time to
time, and include any subordinate legislation made under them; and 
 (iii) unless the context requires otherwise, words in the singular include the plural
and vice versa and words imputing either gender include both genders. 
 Definitions 

ADSs 
 American depositary shares each representing five
Shares in the Company; 
 Associated Company 
 in
relation to the Company: 
 (i) any company which has Control of the Company; or 

(ii) any company (other than a Participating Company) which is under the Control of any company referred to in (i) above; 

Associated Undertaking 
 a company or partnership in which
the Company has an interest through a shareholding or otherwise; 
 Board 

the board of directors for the time being of the Company or a duly authorised committee of it; 

Bonus 
 the bonus awarded to an Eligible Executive in
respect of his Employment in a period not exceeding the length of the relevant financial year of the Company; 

  
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 Closed Period 

a period when the PDMRs of the Company are prohibited from dealing in Shares under the Criminal Justice Act 1993, Part VIII of the Financial Services Market
Act 2000 (market abuse) or the Market Abuse Regulation (EU) 596/2014 on transactions in securities, the Company’s share dealing code or under any other statute, regulation or similar code to which the Company is subject; 

Committee 
 a duly authorised committee of the Board; 

Company 
 BT Group plc (registered no. 4190816) unless:

 (i) Rule 3.4 operates, in which case it shall mean the Employing Company, or 

(ii) Rule 4.3.4 operates, in which case it shall mean the company referred to in Rule 4.3.4, which, in all cases, for the purposes of the Rules, may act
through the Board or through any employee of the Group authorised to act in accordance with the policies established under Rule 1; 
 Control 

has the meaning given by Section 995 of the Income Tax Act 2007; 

Date of Grant 
 in relation to a Deferred Bonus Award, the
date on which that Award is granted; 
 Dealing Day 
 a
day on which the London Stock Exchange is open for transaction of business; 
 Deferred Bonus Award 

a contingent right to acquire Shares which has been granted or is proposed to be granted to a Participant under the Deferred Bonus Plan in respect of service
and/or performance in a period not exceeding the length of the relevant financial year of the Company; 
 Deferred Bonus Plan 

the BT Group Deferred Bonus Plan constituted by the Deferred Bonus Plan Rules; 

Deferred Bonus Plan Rules 
 the rules of the Deferred
Bonus Plan as amended from time to time; 
 Deferred Period 

in relation to a Deferred Bonus Award the period (which cannot be less than three years) specified at the Date of Grant of the Deferred Bonus Award and at the
end of which the Deferred Bonus Award may Vest provided that for the purposes of Rule 4 and Rule 5 the Deferred Period will end when a Deferred Bonus Award has Vested in accordance with those Rules; 

  
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 Definition Appendix 

this appendix which forms part of the Rules; 
 Eligible
Executive 
 any person (including one who is a director of the Company) who, at the Date of Grant, is an employee of the Company or a Subsidiary; 

Employees’ Share Scheme 
 an employees’ share
scheme (as defined by Section 1166 of the Companies Act 2006) established by the Company; 
 Employing Company 

following a demerger of the Company, the company whose shares are listed on the London Stock Exchange and which is the ultimate holding company (as defined in
Section 1159 of the Companies Act 2006) of: 
 (i) the business within which the Participant is employed; or 

(ii) where the Participant ceased Employment with the Group prior to the demerger, the company which employed the Participant at the time that his Deferred
Bonus Award was made; 
 Employment 
 employment as an
employee of a Participating Company or an Associated Company; 
 General Provisions Appendix 

the appendix containing general provisions which form part of the Rules; 

Group 
 Participating Companies and Associated Companies;

 London Stock Exchange 
 the London Stock Exchange plc
(or any successor body carrying on the business of the London Stock Exchange) or, where the context so requires, the New York Stock Exchange or any other exchange on which the Shares are listed or traded; 

Market Value 
 in relation to a share on any day, an
amount equal to: 
 (a) if and so long as the Shares are admitted to trading on the London Stock Exchange, its middle market quotation (as derived from the
Daily Official List of the London Stock Exchange) on, at the discretion of the Company, (i) that day, (ii) the Dealing Day immediately preceding that day or (iii) the average middle market quotation of the three Dealing Days
immediately preceding that day; 

  
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 (b) subject to (a) above, the market value of a Share as determined in accordance with Part VIII of the
Taxation of Chargeable Gains Act 1992 on the Date of Grant (or such earlier date as determined by the Company); 
 Participant 

an Eligible Executive to whom a Deferred Bonus Award has been granted or, (where the context requires) his personal representatives; 

Participating Company 
 the Company or any Subsidiary
designated by the Board as a Participating Company; 
 Plan Period 

the period starting on the date on which the shareholders of BT Group plc approved in general meeting the adoption of the BT Group Deferred Bonus Plan and
ending on the tenth anniversary of that date; 
 Redundancy 

ceasing to be in Employment because the Company has decided that there is no longer any requirement or there is a reduced requirement for the Participant to
perform the work which he previously performed; 
 Rules 

the rules of the Plan, including the Definitions Appendix, as amended from time to time; 

Share 
 a fully paid ordinary share in the capital of the
Company unless: 
 (i) Rule 3.4 operates in which case it shall mean a fully paid ordinary share in the capital of the Employing Company, or 

(ii) Rule 4.3.4 operates in which case it shall mean a fully paid ordinary share in the capital of the company referred to in Rule 4.3.4; 

Subsidiary 
 a company which in relation to the Company is
a company as defined by Section 1159 of and Schedule 6 to the Companies Act 2006; 
 Tax Liability 

in relation to a Participant, the amount of all taxes and/or national insurance contributions or any other contribution which any company in the Group is
required to, or may account for and on behalf of or, if permitted, in respect of that Participant’s Deferred Bonus Award; 

  
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 Treasury Share 

a Share held by the Company in treasury in accordance with Sections 724 to 732 of the Companies Act 2006; 

U.S. Awards 
 an Award applicable to a Participant who is
subject to (or becomes subject to) U.S. Income Tax; 
 U.S. Income Tax 

income tax imposed by the United States Internal Revenue Code of 1986, as amended and the United States Department of Treasury regulations and other guidance
issued thereunder, including any applicable exemptions from the general requirements thereof (collectively, “ U. S. Code Section 409A”); 

Variation 
 means: 

(i) in relation to the equity share capital of the Company: 

(a) a capitalisation issue, an offer or invitation made by way of rights, a subdivision, a consolidation or reduction; or 

(b) any other variation; 
 (ii) a demerger of the
Company 
 which, would, in the opinion of the Company, justify an adjustment to any Deferred Bonus Award; 

Vest, Vested or Vesting 
 in relation to a Deferred Bonus
Award, the point at which a Participant becomes absolutely entitled to all or some of the Shares the subject of that Deferred Bonus Award, provided that if this would be on a day which is in a Closed Period, the day on which that Deferred Bonus
Award vests will be the first Dealing Day following the end of the Closed Period. 

  
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 BT Group Deferred Bonus Plan 

General Provisions Appendix 
 These provisions apply to the
Deferred Bonus Plan and are incorporated in the Rules. 
 1. AMENDING THE PLAN 

1.1 Subject to Rule 1.2, the Company can amend the Rules at any time by resolution of the remuneration committee or such other committee as the board may
decide from time to time. 
 1.2 No amendment will be made under Rule 1.1 which would adversely and materially affect the existing rights of a Participant
unless it is made with his consent or by a resolution passed as if the Deferred Bonus Awards constituted a separate class of share capital and the provisions of the Articles of Association of the Company and of the Companies Act 2006 relating to
class meetings (with the necessary amendments) applied to that class. 
 1.3 The Company can adopt additional sections of the Rules applicable in any
jurisdiction under which Deferred Bonus Awards may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which may apply to the Participant or, any member of the Group. Any
additional sections must conform to the basic principles of the Deferred Bonus Plan and must not enlarge to the benefit of Participants any limits in the Rules. 

2. GENERAL 
 2.1 Notices 

Any notice or other communication in connection with the Deferred Bonus Plan can be given by personal delivery, by post, (in the case of a company, to its
registered office and in the case of an individual to his last known address) or by any other means which a Participating Company and its employees use to communicate with each other. Where a notice or other communication is given by first-class
post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped. 
 2.2 Documents sent to
shareholders 
 Participants may but are not entitled to receive copies of any notice or document sent by the Company to the holders of Shares. 

2.3 Replacement Deferred Bonus Award certificates 
 If any
Deferred Bonus Award certificate is worn out, defaced or lost, it can be replaced on such evidence being provided as may be required. 
 2.4
Administration of the Deferred Bonus Plan 
 The Deferred Bonus Plan will be administered in a manner approved by the Company. No individual will have
any authority in relation to the Deferred Bonus Plan unless that authority has been approved in accordance with the policy set by the appropriate Committee. The Company’s decision on any matter concerning the Deferred Bonus Plan or the
interpretation of the Rules will be final and binding. 

  
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 2.5 Costs of introducing and administering the Deferred Bonus Plan 

The costs of introducing and administering the Deferred Bonus Plan will be borne by the Company. However, the Company may require any Participating Company to
enter into such arrangement to reimburse the Company for any costs borne by the Company directly or indirectly in respect of such Participating Company’s employees. 

2.6 Termination of the Deferred Bonus Plan 
 The Deferred
Bonus Plan will terminate at the end of the Plan Period or at any earlier time the Company shall decide. Termination of the Deferred Bonus Plan will not affect the subsisting Deferred Bonus Plan Awards of Participants. 

2.7 Rights of Participants and Eligible Employees 

Nothing in the Deferred Bonus Plan nor in any instrument executed pursuant to it will confer on any person any right to continue in Employment, or will affect
the right of the Company or any member of the Group to terminate the Employment of any person without liability at any time with or without cause, or will impose upon the Group, the Board, or any other person any liability whatsoever (whether in
contract, tort, or otherwise howsoever) in connection with: 
 2.7.1 the lapse of any Deferred Bonus Awards pursuant to the Rules; 

2.7.2 the failure or refusal to exercise any discretion under the Rules; and/or BT Group Deferred Bonus Plan General Provisions Appendix 

2.7.3 a Participant ceasing to be a person who has the status or relationship of an employee or executive director with the Company or any other member of the
Group for any reason whatever as a result of the termination of the employment relationship with the Company or any other member of the Group. 
 2.8
Waiver of any rights 
 Any person who ceases to have the status or relationship of an employee or executive director with the Company or any other
member of the Group for any reason whatsoever (whether lawfully or unlawfully) shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or
otherwise to any sum, damages, shares or other benefits to compensate that person for the loss of any rights, benefits or expectations under any Deferred Bonus Award, the Plan or any instrument executed pursuant to it. If necessary, the
Participant’s terms of employment will be varied accordingly. 
 2.9 The benefit of Rule 2.7 and Rule 2.8 

The benefit of Rule 2.7 and Rule 2.8 is given for the Company and/or the Trustee (where the Deferred Bonus Award was not granted by the Company), as
appropriate for itself and as trustee and agent of the Company (if the benefit is given for the Trustee), and of all the Company’s Subsidiaries or any of its Associated Companies or Associated Undertakings. To the extent that the Company, any
Subsidiary or 

  
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 Associated Company or Associated Undertaking of the Company is not party to the grant of a Deferred Bonus Award,
the Company and/or the Trustee, as appropriate, will hold the benefit of Rule 2.7 and Rule 2.8 on trust and as agent for each of them and the Company and/or the Trustee may, at their respective discretion, assign the benefit of this Rule 2.9 to any
of them. 
 2.10 Deferred Bonus Awards are subject to the Rules 

Deferred Bonus Awards are granted incorporating and subject to the Rules. 

2.11 Articles of Association 
 Any Shares acquired on the
Vesting of Deferred Bonus Awards are subject to the Articles of Association of the Company as amended from time to time. 
 2.12 Governing Law 

The Rules are governed by and interpreted in accordance with the law of England. Each Participant, the Company and any other Participating Company or
Associated Company submits to the exclusive jurisdiction of the English courts in relation to any disputes arising out of or in connection with the Deferred Bonus Plan. 

  
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 BT Group Deferred Bonus Plan 

US Appendix 
 1. Introduction 

This Appendix constitutes the part of the Deferred Bonus Plan that will govern the grant of Deferred Bonus Awards to Participants who are subject to (or become
subject to) United States income tax (the “U.S. Awards”). It incorporates all the Rules (as set forth above as modified in accordance with the provisions of this Appendix). 

2. How U.S. Awards will be granted 
 All U.S. Awards will
be evidenced by an instrument(s) in such form or forms as may from time to time be approved by the Company. 
 3. Administration of the U.S. Awards

 The Company shall (i) administer the U.S. Awards in accordance with this U.S. Appendix, (ii) establish from time to time such rules and
regulations as it may deem appropriate for the proper administration of the U.S. Awards and (iii) make such determinations under (including, without limitation, factual determinations), and such interpretations of, and take such steps in
connection with, the Rules, the U.S. Appendix and/or the U.S. Awards as it may deem necessary or advisable. 
 4. Addition of consistent provisions

 Any U.S. Award may be subject to any other provision imposed by the Company that is consistent with the purpose and intent of the U.S. Appendix. 

5. Section 16 compliance 
 If any officer, director
or shareholder of the Company receives a U.S. Award and therefore becomes subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall take all appropriate action to ensure that
such U.S. Awards under this Appendix are exempt from Section 16(b) under the Exchange Act. 
 6. Right to ADSs: certain restrictions 

The Company may arrange for any U.S. Award to constitute a right to receive ADSs rather than Shares, in which case references to “Shares” in the
Deferred Bonus Plan shall be deemed to be reference to “ADSs”, as the context may require. In its discretion and upon such terms and conditions as it may implement from time to time, the Company may arrange for any U.S. Award relating to
Shares to be satisfied in the form of ADSs and for any U.S. Award relating to ADSs to be satisfied in the form of Shares. Notwithstanding any contrary provisions in the Deferred Bonus Plan, the Company may also, in its discretion and upon such terms
and conditions as it may implement from time to time, make U.S. Awards subject to such additional conditions during the Deferred Period as may be necessary to effect a tax deferral for U.S. Federal and state income tax purposes. In furtherance of
the foregoing if, before the end of the Deferred Period, a Participant who has been granted a U.S. Award gives or is given notice to leave Employment, or ceases to be in Employment without 

  
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 any notice having been given, in any circumstances other than those referred to in Rule 5.2, his US Award will
lapse on the date that his Employment ceases, unless the Company determines otherwise, in its sole discretion, due to extraordinary circumstances involving severe financial hardship. 

7. U.S. withholding taxes 
 It shall be a condition to the
obligation of the Company to deliver Shares or ADSs pursuant to any U.S. Award under the Deferred Bonus Plan that the recipient of it pay to the Company (or the Subsidiary that employs the Participant) such amount as may be required by the Company
or such Subsidiary for the purpose of satisfying any liability for any U.S. Federal, state or local taxes of any kind required to be withheld with respect to it. Any U.S. Award granted under the Deferred Bonus Plan may require the Company or permit
the recipient of such Award to elect, in accordance with any applicable rules established by the Company, to withhold or to pay all or part of the amount of such withholding taxes in Shares or ADSs. Such election may be denied by the Company in its
sole discretion, or may be made subject to certain conditions specified by the Company. 
 8. Securities laws compliance 

No Shares or ADSs may be issued or transferred in connection with a U.S. Award unless the Company shall have determined that such issuance, transfer or
settlement is in compliance with or pursuant to an exemption from all applicable U.S. Federal and state securities laws. 
 9. Amendments Concerning U.S.
Internal Revenue Code Section 409A 
 Rule 3.2 shall be amended by adding the following sentence at the end thereof: “For the avoidance of
doubt, any increase in a U.S. Award pursuant to this Rule 3.2 shall not affect the settlement terms of the U.S. Award in a manner that would be inconsistent with Section 10 of the U.S. Appendix to the Plan.” 

Rule 4.3.3 shall be amended by adding the following new sentence at the end thereof: “Such New Awards shall meet the requirements of U.S. Code
Section 409A and any applicable regulations relating to substitutions and assumptions of stock rights by reason of a corporate transaction. 
 In the
event a U.S. Award becomes Vested prior to the end of the Deferred Period pursuant to Rule 4.1 (with respect to a general offer) or Rule 4.3.1 (with respect to a court sanctioned reconstruction or amalgamation), such U.S. Award shall be settled at a
time consistent with Section 10 of this U.S. Appendix. 
 In the event a Participant’s U.S. Award Vests prior to the end of the Deferred Period
pursuant to Rule 5.2.1 or the Company elects to Vest all or part of a U.S. Award pursuant to Rule 5.2.2, Rule 5.3, Rule 5.4, or Rule 5.5, such U.S. Award shall be settled at a time consistent with Section 10 of this U.S. Appendix. In no event
will the Company elect to preserve or continue the U.S. Award of a Participant pursuant to Rule 5.2.2, Rule 5.3, Rule 5.4, Rule 5.5 or Rule 5.6 in a manner that would permit the U.S. Award to be settled at a time later than permitted under
Section 10 of this U.S. Appendix. 

  
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 10. No Deferral of Compensation 

The Rules of this Plan and the U.S. Awards made thereunder shall be applied in a manner so as not to constitute a deferral of compensation for purposes of U.S
Code Section 409A. In particular, the periods during which holders of U.S. Awards may receive Shares or ADSs to which they are otherwise entitled (whether pursuant to Rule 4, Rule 5 or Rule 6) shall be compliant with the short-term deferral
exemption provided for under the regulations implementing U.S. Code Section 409A. Accordingly, no U.S. Award shall be paid after the 15th day of the third calendar month following the later of (i) the last day of the fiscal year of the
Company or Subsidiary that employs the Participant in which such U.S. Award is no longer subject to a “substantial risk of forfeiture” (as defined for purposes of U.S Code Section 409A), or (ii) the last day of the calendar year
in which such U.S. Award is no longer subject to a substantial risk of forfeiture. 
 BT Group plc 

Registered Office: 
 81 Newgate Street London EC1A 7AJ 

Registered in England and Wales 
 No. 4190816 

  
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