REG - Babcock Intnl Group - Result of AGM

Babcock InternationalAnnouncement

Thu 17:15

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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
(https://data.fca.org.uk/%23/nsm/nationalstoragemechanism) .
(https://data.fca.org.uk/%23/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                         342,818,388      98.85  3,983,239            1.15   346,801,627       47,426

         The Lord Parker of Minsmere, GCVO, KCB
 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  346,733,801      99.98  76,115               0.02   346,809,916       39,138

         of the auditor
 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                                        341,811,584  98.56     4,982,073    1.44   346,793,657  52,042

      Directors to allot shares
 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
                                                                     2025 AGM      2024 AGM

 Issued voting share capital                                         502,552,576   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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