Rule 2.10 announcement

Babcock International Group PLC
24 March 2006

24 March 2006



Babcock International Group plc ('Babcock')


Rule 2.10 announcement


In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Babcock
confirms that it has 209,166,478 ordinary shares of 60p in issue.


The International Securities Identification Number for Babcock's ordinary shares
is GB0009697037


Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested'

(directly or indirectly) in 1% or more of any class of 'relevant securities' of
Babcock International Group plc, all 'dealings' in any 'relevant securities' of
that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant

securities') must be publicly disclosed by no later than 3.30 pm (London

time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an 'interest' in 'relevant securities' of
Babcock International Group plc, they will be deemed to be a single person for
the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Babcock International Group plc by Babcock International Group
plc, or by any of their respective 'associates', must be disclosed by no later
than 12.00 noon (London time) on the London business day following the date of
the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.







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