Babcock International Group PLC

Capital/Financing Update • Jun 1, 2017

Final Terms dated 31 May 2017

Babcock International Group PLC

Issue of GBP 50,000,000 1.875 per cent. Notes due 2026 (the "Notes") (to be consolidated and form a single series with the existing GBP 250,000,000 1.875 per cent. Notes due 2026 (the "Original Notes"))

under the £1,800,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the base prospectus dated 19 September 2016, which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and the expression "2010 PD Amending Directive" means Directive 2010/73/EU provided, however, that all references in this document to the "Prospectus Directive" in relation to any Member State of the European Economic Area refer to Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and include any relevant implementing measure in the relevant Member State.

1.	(i)	Issuer:	Babcock International Group PLC
2.	(i)	Series Number:	$\overline{2}$
	(ii)	Tranche Number:	$\overline{2}$
	(iii)	Date on which the Notes become fungible:	The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the Original Notes on the exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 21 below which is expected to occur on or about 11 July 2017
3.		Specified Currency or Currencies:	Pounds Sterling ("GBP")
4.		Aggregate Nominal Amount:
	(i)	Series:	GBP 300,000,000
	(ii)	Tranche:	GBP 50,000,000
5.	Issue Price: (i) Specified Denominations: (ii) Calculation Amount:		97.353 per cent. of the Aggregate Nominal Amount plus days' accrued interest 240 from the Interest Commencement Date (amounting to GBP 616,438.36)
			GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No notes in definitive form will be issued with a denomination above GBP 199,000
			GBP 1,000

6.	(i)	Issue Date:		2 June 2017
	(ii)	Interest Date:	Commencement 5 October 2016
7.	Maturity Date:			5 October 2026
8.	Interest Basis:			1.875 per cent. Fixed Rate
				(further particulars specified below in paragraph 13)
9.	Redemption Basis:			Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
10.	Basis:		Change of Interest or Redemption	Not Applicable
11.	Put/Call Options:			Issuer Call
				Change of Control Put Option
				(See paragraphs 16 and 18 below)
12.	Notes obtained:		Date Board approval for issuance of 18 May 2017

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.		Fixed Rate Note Provisions	Applicable
	(i) Rate of Interest:		1.875 per cent. per annum payable in arrear on each Interest Payment Date
	(ii) Interest Payment Dates:		5 October in each year from and including 5 October 2017 up to and including the Maturity Date
	(iii) Fixed Coupon Amount:		GBP 18.75 per Calculation Amount
	(iv)	Broken Amount(s):	Not Applicable
	(v) Day Count Fraction:		Actual/Actual (ICMA)
	(vi)	Determination Dates	Not Applicable
14.	Floating Rate Note Provisions		Not Applicable
15.		Zero Coupon Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

16.	Call Option		Applicable
	Optional Redemption Date(s): (i)		At any time from (and including) the Issue Date to (and including) the Maturity Date
	(ii)	Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):	The higher of $(x)$ the principal amount of the Notes and (y) the Make-Whole Amount, plus accrued interest (if any) to (but excluding) the date of redemption.
	(iii)	If redeemable in part:

		(a)	Minimum Amount:	Redemption	Not Applicable
		(b)	Maximum Amount:	Redemption	Not Applicable
	(iv)		Notice period:		Not less than 30 nor more than 60 days, as set out in Condition $9(c)$
	(v)	Make-Whole Redemption Margin:			$+0.20$ per cent.
	(vi)	Reference Security:			1.5 per cent. UK Treasury Bond due July 2026
	(vii)		Quotation Time		10:00 a.m. London time
17.	Put Option				Not Applicable
18.	Change of Control Put Option				Applicable
19.	Final Redemption Amount of each Note				Par
20.	Redemption Amount(s) Early per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:				Par

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: $21.$

Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

$22.$ New Global Note: Yes

Not Applicable

• Additional Financial Centre(s) or other 23. special provisions relating to payment dates:
• 1. Talons for future Coupons to be attached to $No$ Definitive Notes (and dates on which such Talons mature):

Signed on behalf of yne Issuer: ىبىر

By:

Duly authorised

. . . . . . . . . . . . .

31 May 2017 Date:

PART B-OTHER INFORMATION

LISTING AND $\mathbf{I}$ . ADMISSION TO TRADING

(i)	Admission to Trading:	Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from the Issue Date.
		The Original Notes were admitted to trading on the Regulated Market of the London Stock Exchange.
(ii)	Estimate of total expenses related to admission to trading:	GBP 2.700
RATINGS		The Notes are to be issued under the Programme, which is rated:

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $3:$ ISSUE/OFFER

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

$\overline{4}$ . YIELD

$2.$

Indication of yield:

Common Code:

2.179 per cent. per annum

Standard & Poor's: BBB

OPERATIONAL INFORMATION

$5.$ ISIN Code:

6.

Until the Notes are consolidated, become fungible with and form a single series with the Original Notes, the Notes will have the temporary ISIN Code XS1624178353. After that, the Notes will have the same ISIN Code as the Original Notes which is XS1499603170

Until the Notes are consolidated, become fungible with and form a single series with the Original Notes, the Notes will have the temporary Common Code 162417835, After that, the Notes will have the same Common Code as the Original Notes which is 149960317

• $7.$ Delivery: Delivery against payment 8. Names and addresses of additional Paying Not Applicable Agent(s) (if any):
• $9.$ Intended to be held in a manner which Yes. Note that the designation "ves" simply means would allow Eurosystem eligibility: that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or

at any or all times during their life. Such
recognition will depend upon the European Central
Bank being satisfied that Eurosystem eligibility
criteria have been met.

DISTRIBUTION

$10$ U.S. Selling Restrictions: Reg. S Category 2, TEFRA D