Director/PDMR Shareholding

1.

Name of the issuer

BABCOCK INTERNATIONAL GROUP PLC

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i)

3.

Name of person discharging managerial

responsibilities/director

MR ROGER HARDY

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

MR ROGER HARDY

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial

interest 1

MR ROGER HARDY

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

60P ORDINARY

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

HARGREAVES LANSDOWN NOMINEES LIMITED: 45,149

CAPITA IRG TRUSTEES LTD: 1,708

ROGER HARDY: 524

8.

State the nature of the transaction

MONTHLY SUBSCRIPTION IN RESPECT OF THE COMPANY'S APPROVED EMPLOYEE SHARE OWNERSHIP PLAN

9.

Number of shares, debentures or financial

instruments relating to shares acquired

17 ORDINARY SHARES

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

0.000003%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

N/A

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

N/A

13.

Price per share or value of transaction

1005.52 P/SHARE

14.

Date and place of transaction

10 December 2015 - LONDON

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

47,398 ORDINARY SHARES (0.0094 %)

16.

Date issuer informed of transaction

 11 December 2015

17.

Date of grant

N/A

18.

Period during which or date on which exercisable

N/A

19.

Total amount paid (if any) for grant of the option

N/A

20.

Description of shares or debentures involved (class and number)

N/A

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

N/A

22.

Total number of shares or debentures over which options held following notification

N/A

23.

Any additional information

N/A

24.

Name of contact and telephone number for queries

N/A

Name of authorised official of issuer responsible for making notification

EUNICE PAYNE

Date of notification 14 December 2015