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The Free Share award is an award of ordinary shares in Babcock International Group PLC (Babcock). Each share represents a unit of ownership in Babcock.
You do not have to pay anything for your Free Share award, as it is being awarded to you automatically, subject to certain terms and conditions, which are set out below and in the Plan rules.
After three years, provided you’re still employed by the Babcock Group, you’ll receive the shares in your Free Share award.
What’s more, if Babcock continues to do well, we hope to offer more Free Shares each year, helping connect the dots between performance, culture and reward.
The Free Share award is part of the Babcock Colleague Share Plan - International (the “Plan”) - previously known as the Babcock Employee Share Plan – International.
We’re working with MUFG Corporate Markets Trustees (UK) Limited who will act as the Trustee and nominee (the "Trustee"). They will be responsible for the day-to-day administration of the Plan and hold any shares acquired by or awarded to you under the Plan on your behalf while you’re employed by Babcock.
All Babcock employees based in Australia, Canada, New Zealand and South Africa who joined Babcock prior to or on 01 July 2025 and are still employed at the date the award is made, will be eligible for a Free Share award under the Plan, with the exception of fixed-term employees, contingent workers and interns
You do not have to do anything if you wish to receive Free Shares. These will automatically be awarded to you if you’re eligible.
If you’d prefer not to receive Free Shares, you’ll need to submit an opt-out form by the date specified in your communication. You can find the form at clients.cm.mpms.mufg.com/babcock/ or request a form by contacting the Trustee (see the Help and Information section for contact details).
Please note: no cash or benefit alternative will be offered if you opt out, as the purpose of this award is to give you a meaningful stake in Babcock's future success.
We’ll write to you to confirm how many Free Shares you’ve been awarded.
We’ll set up an account on our share portal for you and send you your 11-digit investor code. With it, you’ll be able to log in at www.babcock-shares.com to view your Babcock shares anytime and track their value.
If you already participate in the Plan (where you buy partnership shares and receive matching shares in return), your 11 - digit investor code will remain the same and will be sent to you as a reminder.
The Trustee are independent from Babcock and as the nominee, they will hold the shares in trust for you once your Free Share award vests.
Assuming you’re still employed by the Babcock Group at the time, your Free Share award will vest (which means you’ll receive the Babcock shares in the Free Share award) on the third anniversary of the date of the Free Share award being made.
You do not have to do anything to receive your shares at this time, your shares will automatically be given to you when your Free Share award "vests".
After the three-year period, once your Free Share award has vested and you own the shares, you’ll be a shareholder and have voting and dividend rights.
If you want to vote, you’ll have to notify the Trustee via your online account how you wish to vote your shares and they will vote on your behalf. You’ll be sent an explanatory email by the Trustee at the appropriate time.
You’ll also be entitled to receive dividends on your shares if a dividend is declared. When that happens, the Trustee will hold onto any dividends on your behalf until there is enough money to purchase additional share(s) in Babcock with future dividend proceeds. This process is called dividend reinvestment.
Remember, you won’t own the shares until the three-year vesting period is complete, at which point, you’ll enjoy full ownership, along with voting rights and any dividends they may earn.
Once you receive your shares at the end of the three-year period, you’re free to sell them at any time. To sell any shares, please log in to your online account at www.babcock-shares.com. The funds arising from any sale of shares will be paid to you in your local currency, via your payroll as soon as practicable following the sale and after any deductions for tax and social security
Your shares will stay in the Plan while you're on leave. If you decide not to return to work, you'll be treated as having left employment, and your shares will be handled as outlined in the next section.
We’d hate to see you go, but if you leave the Babcock Group before the end of the three-year vesting period, you’ll forfeit your Free Shares, unless you leave under ‘Special Circumstances’ as defined below.
If you leave in Special Circumstances (as defined below), you’ll be able to keep all your shares and your Free Share award will vest immediately.
Special circumstances include the following:
The Trustee will transfer the shares over to your legal personal representatives upon production of the necessary documentation. The legal formalities are usually completed more quickly where a will has been made.
You’ll be treated like any other shareholder and receive the same value for your shares. You’ll keep all your Free Shares, even if held for less than three years.
The tax treatment of your Free Share award will vary depending on where you’re employed. Tax summaries for each country will be made available in due course.
To make things easy, a portion of your shares will be automatically sold at the time of "vesting" to cover any income tax and social security contributions that may be due. This ensures that any required payments to your local tax authorities are taken care of on your behalf by the Babcock Group.