Babcock Regulatory News (BAB)

BABCOCK INTERNATIONAL GROUP PLC

17 July 2012

NOTIFICATION OF TRANSACTIONS OF PDMRs OR THEIR CONNECTED PERSONS

Notification made in accordance with Rule 3.1.4 (1) (a) of the Disclosure and Transparency Rules.

On 16 July 2012, 40% of the annual bonus awards ("Bonus") made to each of the persons listed below in respect of the financial year to 31 March 2012 was compulsorily deferred into shares by means of conditional options to acquire Ordinary Shares of 60p in Babcock International Group PLC (the "Company") at nil consideration ("Basic Award"). In addition, a further amount of that Bonus, equivalent in value to 40% of annual base salary, was voluntarily deferred into shares by means of conditional options to acquire Ordinary Shares of 60p in the Company at nil consideration ("Voluntary Deferral Award"). The number of shares in each of the Basic Award and Voluntary Deferral Award had a value on grant equal to the amount of the deferred bonus. For each share comprised in a Basic Award or Voluntary Deferral Award, an award over two shares was granted as conditional options to acquire Ordinary Shares of 60p in the Company at nil consideration ("Matching Award"). All awards were made under the Company's Deferred Bonus Matching Plan 2012 (the "Plan"). Ordinarily, the awards can be exercised after three years and provided the participant concerned is still in the employment of the Company at the time of exercise, with exceptions for leaving early in certain cases such as redundancy, retirement, ill-health or death. The Plan includes 'malus' provisions which provide the Company with discretion to revoke/reduce the Basic Award and related Matching Award if appropriate. As this is a bonus deferral mechanism, there are no performance conditions in relation to the Basic Award and the Voluntary Deferral Award. There are performance conditions in relation to the Matching Award.

Albert Dungate

Babcock International Group PLC