Babcock International Group PLC

AGM Information • Sep 25, 2025

National Storage Mechanism | Additional information

RNS Number : 8954A

Babcock International Group PLC

25 September 2025

25 September 2025

Results of the 2025 Annual General Meeting

Babcock International Group PLC ("Babcock" or the "Company") confirms that shareholders duly passed all resolutions proposed at its Annual General Meeting on 25 September 2025 (the "AGM"). Each resolution was put to a poll.

In accordance with Listing Rule 9.6.2, Babcock will submit a copy of all resolutions passed, other than ordinary business, to the Financial Conduct Authority.  Shareholders can access the resolutions at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The AGM Voting Results are as follows:

Resolution		Total Votes For	%	Total Votes Against	%	Total Votes Cast	Votes Withheld
1.	To receive the audited financial statements	346,125,299	99.99	20,109	0.01	346,145,408	703,646
2.	To approve Directors' remuneration policy	231,644,685	67.65	110,755,325	32.35	342,400,010	4,449,044
3.	To approve Directors' remuneration report	341,354,485	98.43	5,441,821	1.57	346,796,306	52,748
4.	To declare the final dividend	346,492,986	99.91	321,680	0.09	346,814,666	34,388
5.	To reappoint Dame Ruth Cairnie DBE	322,764,560	93.07	24,039,647	6.93	346,804,207	44,846
6.	To reappoint Carl- Peter Forster	321,372,575	92.67	25,430,723	7.33	346,803,298	45,756
7.	To reappoint The Right Honourable The Lord Parker of Minsmere, GCVO, KCB	342,818,388	98.85	3,983,239	1.15	346,801,627	47,426
8.	To reappoint John Ramsay	329,062,858	94.88	17,739,255	5.12	346,802,113	46,941
9.	To reappoint Jane Moriarty	330,568,775	95.32	16,235,678	4.68	346,804,453	44,601
10.	To reappoint Sir Kevin Smith CBE	341,895,127	98.58	4,909,700	1.42	346,804,827	44,226
11.	To reappoint Dr Claudia Natanson MBE	341,578,785	98.50	5,218,897	1.50	346,797,682	51,371
12.	To reappoint David Lockwood OBE	346,746,522	99.98	65,972	0.02	346,812,494	36,560
13.	To reappoint David Mellors	344,338,542	99.29	2,464,144	0.71	346,802,686	46,368
14.	To reappoint Forvis Mazars LLP as independent auditor	346,709,552	99.97	92,029	0.03	346,801,581	47,473
15.	To authorise the Audit Committee to set the remuneration of the auditor	346,733,801	99.98	76,115	0.02	346,809,916	39,138
16.	To give limited political donations	339,080,044	97.77	7,724,924	2.23	346,804,968	44,086

17.	To authorise the Directors to allot shares	341,811,584	98.56	4,982,073	1.44	346,793,657	52,042
18.	To amend Babcock's Performance Share Plan	230,619,696	67.36	111,751,235	32.64	342,370,931	4,474,768
19.	To disapply pre- emption rights	309,274,062	89.18	37,520,274	10.82	346,794,336	54,718
20.	To authorise the purchase by Babcock of its own shares	344,559,753	99.68	1,090,547	0.32	345,650,300	1,196,754
21.	To give notice of General Meetings	341,965,730	98.60	4,841,568	1.40	346,807,298	41,756

	Babcock's	Babcock's
Issued voting share capital	2025 AGM 502,552,576	2024 AGM 505,596,597
Total votes cast and votes withheld as a % of issued share capital	69.02%	75.20%

Following the completion of the counting of the votes, Babcock thanks its shareholders for their support of all the resolutions proposed and is grateful that shareholders passed all resolutions with the requisite majority of votes.

Resolution 2 (to approve certain changes to Babcock's remuneration policy (the "Policy") and resolution 18 (to amend the rules of the Performance Share Plan ("PSP") to implement Babcock's new remuneration policy) (the "Resolutions") were both ordinary resolutions requiring approval of at least 50% of those shareholders that voted.  They received 67.65 % and 67.36 % respectively. 

However, at this time, following further consideration, the Committee decided with the support of the Board and the Executive Directors to make the FY26 bonus and PSP awards in line with the policy as the Committee applied it in FY25.  This means that the bonus opportunity will be 150% of salary (with 40% of any bonus earned to be deferred on a mandatory basis for three years) and a PSP award opportunity of 250% of salary for the CEO and 200% of salary for the CFO.  The TSR kicker will not apply to the FY26 PSP award. 

For future years, the Committee will consult with shareholders prior to making any decision to implement the changes under the new policy.

Jack Borrett

Company Secretary

Babcock International Group PLC

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