Holding(s) in Company

For filings with the FSA include the annex

For filings with issuer exclude the annex

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

ü

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

FMR LLC

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

See attached schedule

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

11 August 2011

6. Date on which issuer notified:

15 August 2011

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

5 %

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

Indirect

Direct xi

Indirect xii

Direct

Indirect

GB0009697037

18,187,558

18,187,558

17,700,915

17,700,915

4.92

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

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

17,700,915

4.92%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

See attached schedule

Proxy Voting:

10. Name of the proxy holder:

FMR LLC

11. Number of voting rights proxy holder will dispose:

486,643

12. Date on which proxy holder will dispose of voting rights:

11 August 2011

Issuer name:

BABCOCK INTL GROUP PLC

Current ownership percentage:

4.92%

Total shares held:

17,700,915

Issued share capital:

359,052,839

SHARES HELD

NOMINEE

MANAGEMENT COMPANY

FMR LLC is the parent holding company of Fidelity

177,700

BROWN BROTHERS HARRIMAN AND CO

FMRCO

Management & Research Company (FMRCO), investment

156,200

BROWN BROTHERS HARRIMAN AND CO

PTC

Manager for US mutual funds, FIL Management Trust

12,200

CITIBANK NA

FMRCO

Company (FMTC), Pyramis Global Advisors Trust Company

1,600

JP MORGAN CHASE BANK

FMR

(PGATC) a US state chartered bank which acts as a trustee

185,700

MELLON BANK N.A.

FMRCO

or investment manager of various pension and trust accounts

92,800

MELLON BANK N.A.

PTC

Pyramis Global Advisors  LLC (PGALLC) and

319,700

NORTHERN TRUST CO

FMRCO

and Pyramis Trust Company (PTC).

4,928,700

STATE STREET BANK AND TR CO

FMR

 11,275,717

STATE STREET BANK AND TR CO

FMRCP

57,998

STATE STREET BANK AND TR CO

PTC

15,800

STATE STREET BANK AND TR CO

PGATC

179,600

CIBC MELLON TRUST (C)

FCL

288,400

MELLON BANK NA (C)

PTC

8,800

NORTHERN TRUST CO (C)

PTC