Result of EGM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Recommended Acquisition

of

VT Group plc

by

Babcock International Group PLC

10 June 2010

Results of Shareholder Meetings

VT Group plc ("VT") is pleased to announce that, at a Court Meeting and General Meeting of Scheme Shareholders held earlier today in connection with the recommended acquisition of VT by Babcock International Group PLC ("Babcock") by way of a scheme of arrangement in accordance with Part 26 of the Companies Act 2006 (the "Acquisition"), all the resolutions proposed received the overwhelming support of VT Shareholders.

At the Court Meeting, a majority in number of Scheme Shareholders as defined in the Scheme Circular dated 26 April 2010, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.

COURT MEETING The voting on the resolution to approve the Scheme was taken on a poll (each Scheme Shareholder having one vote for each Scheme Share held) and the results were as follows:

Number of Scheme Shareholders voting: For: 671 (92.68%) Against: 53 (7.32%)

Number of votes: For: 70,642,402 (99.70%) Against: 209,080 (0.30%)

Percentage of eligible Scheme Shares votes: For: 39.03% Against: 0.12%

GENERAL MEETING The voting on the Special Resolution to approve the Scheme and provide for its implementation was taken on a poll (each shareholder having one vote for each 25 pence nominal amount of share capital of VT held) and the results were as follows:

Number of votes: For: 14,476,260 (99.70%) Against: 43,556 (0.30%) Withheld: 34,616

Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Circular sent to shareholders dated 26 April 2010, including the Court sanctioning the Scheme and confirming the associated reduction of VT's share capital at Court hearings which are expected to take place on 5 July 2010 and 8 July 2010 respectively. Subject to the Scheme and associated reduction of capital receiving the sanction and confirmation of the Court on those dates, the Scheme is expected to become effective on 8 July 2010.

It is also expected that, if the Court sanctions the Scheme on 5 July 2010, the listing of and dealings in VT Shares will be suspended with effect from 8.00 a.m. on 6 July 2010 and that the listing of the VT Shares will be cancelled with effect from 8.00 a.m. on 9 July 2010.

A copy of the Special Resolution passed at the General Meeting has been submitted to the Financial Services Authority ("FSA") and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Tel: +44 (0)20 7676 1000).

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Circular dated 26 April 2010.

Enquiries:

VT Group plc

Rothschild (financial adviser to VT)

Merrill Lynch (corporate broker to VT)

Babcock International Group PLC

J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)

Evercore Partners (joint financial adviser to Babcock)

N. M. Rothschild & Sons Limited is authorised and regulated in the United Kingdom by the FSA, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to any matter referred to herein.

Merrill Lynch International is authorised and regulated in the United Kingdom by the FSA, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in relation to any matter referred to herein.

J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Babcock and no-one else in connection with the contents of this announcement and will not be responsible to any person other than Babcock for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to any matter referred to herein.

Evercore Partners Limited is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Babcock and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Babcock for providing the protections afforded to clients of Evercore Partners Limited nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of VT and Babcock are advised to read carefully the formal scheme documentation in relation to the Acquisition. The proposals of the Acquisition will be made solely through the scheme documentation, which will contain the full terms and conditions of Acquisition, including details of how to vote with respect to the Acquisition. Any response to the proposals should be made only on the basis of the information in the scheme documentation.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code on Takeover and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

You may request a hard copy of this announcement by contacting the Shareholder Helpline of Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if you are calling from outside the UK). You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Disclosure Requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

A copy of this announcement will be made available, free of charge, at VT's website (www.vtplc.com) by no later than 12 noon (London time) on 11 June 2010.