Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Babcock International Group PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Deutsche Bank AG

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

04/05/2011

6. Date on which issuer notified:

06/05/2011

7. Threshold(s) that is/are crossed orreached: vi, vii

Crossed below 3% direct shareholding

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct xi

Indirect xii

Direct

Indirect

GB0009697037

13,613,040

13,613,040

12,689,135

10,755,386 

1,933,749

2.997%

0.539%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Swap

N/A

N/A

N/A

203,198

Nominal

Delta

0.0539%

0.0539%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

12,892,333

3.593%