BAE : Notice of 2023 Annual General Meeting (AGM)

Please see the step-by-step guide on page 13 on how to join the meeting remotely, ask questions and submit your votes at the meeting.

This year's Annual General Meeting will be held at 11.30am on Thursday 4 May 2023.

This notice of meeting sets out the resolutions that shareholders are being asked to consider and vote on. These resolutions are an important part of the governance of the Company and all shareholders are urged to vote, whether they are able to attend the meeting or not.

Arrangements for the 2023 AGM

There are two options for attending and participating at the AGM which are as follows:

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Attend electronically - Access to the meeting electronically will be available at:https://web.lumiagm.com/104-892-396. This will enable you to watch a live broadcast of the proceedings. You will be able to submit questions up to an hour before the meeting starts as well as during the meeting; and vote on the resolutions once the poll is open.

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Attend physically at the AGM

venue - The physical meeting will be held at Hall 5, Farnborough International Exhibition and Conference Centre, Farnborough, Hampshire GU14 6TQ. A road map and instructions on how to reach the venue are set out on page 14.

Light refreshments - but not lunch - will be provided for attendees on arrival.

Voting by proxy

You can alternatively vote by proxy on the resolutions put to shareholders in advance either online or by post as follows:

• - Online - if you have accessed this notice electronically, you simply need to click on the electronic voting icon on the Company's AGM website page atwww.baesystems.com/reporting.

• - By post - if you received the 2022 Report & Accounts you will also havereceived a proxy card. Instructions on voting can be found on the proxy card.

It is good practice for companies to take a poll on all resolutions put to shareholders and the Company has used such polls for a number of years. This allows all shareholders to have their votes recognised whether or not they are able to attend the meeting, physically or electronically. The results of the voting on the resolutions will be posted on the Company's website after the meeting.

Recommendation

Your Directors consider that each of the proposals detailed in the Notice of Meeting will be of benefit to and in the best interests of the Company and the shareholders as a whole. The Directors intend to vote in favour of all Resolutions in respect of their own beneficial holdings of ordinary shares in the Company and unanimously recommend other shareholders to do likewise.

Important

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

How to get to the AGM

Please see the map on page 14 of this document.

By Road

Hall 5 is situated in Farnborough, Hampshire, to the south west of London, close to Junction 4 of the M3. Follow the Farnborough/Exhibition Centre signs on all major routes. SatNav users should enter 'GU14 6AZ' for directions to the Queen's Roundabout. From the roundabout, take Government House Road (Aerospace Boulevard) and follow the signs to Hall 5/Exhibition Centre via Gate F. Please note that there is currently a diversion in place for westbound traffic accessing Lynchford Road, Farnborough (ie going towards Hall 5). Free parking is available at Hall 5 in the designated car park.

By Rail

The main train station in Farnborough is Farnborough Main. Other train stations in the vicinity of Hall 5 include North Camp and Aldershot. Please visitwww.nationalrail.co.ukor telephone [phone] for rail travel information. A complimentary shuttle bus service will be provided between Farnborough Main train station and Hall 5. A return service to Farnborough Main will be provided after the meeting.

Notice of Annual General Meeting 2023

To BAE Systems plc Ordinary Shareholders

NOTICE IS HEREBY GIVEN that the Annual General Meeting of BAE Systems plc will be held on Thursday 4 May 2023 at 11.30 am.

The physical meeting will be held at Hall 5, Farnborough International Exhibition and Conference Centre, Farnborough, Hampshire GU14 6TQ and electronic access will be via:https://web.lumiagm.com/104-892-396

The meeting has been convened for the purpose of transacting the following business:

To consider, and if thought fit, to pass the following Resolutions 1-22, which will be proposed as ORDINARY RESOLUTIONS:RESOLUTION 1 - Receipt of the Report and Accounts THAT the Annual Report and Accounts for the year ended 31 December 2022 now laid before this meeting be and are hereby received.

RESOLUTION 2 - Approval of the Remuneration Policy THAT the Remuneration Policy section of the Remuneration Report (as set out on pages 190 to 205 of the Annual Report and Accounts for the financial year ended 31 December 2022) be and is hereby approved.

RESOLUTION 3 - Approval of the Directors' Remuneration Report

THAT the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration (as set out on pages 160 to 189 of the Annual Report and Accounts for the financial year ended 31 December 2022) be and are hereby approved.

RESOLUTION 4 - Authorisation of the payment of the final dividend

THAT the final dividend for the year ended 31 December 2022 of 16.6 pence per ordinary share be and is hereby declared payable on 1 June 2023 to Ordinary Shareholders whose names appeared on the Register of Members at the close of business on 21 April 2023.

RESOLUTION 5 - Re-election of director

THAT Nicholas Anderson be and is hereby re-elected a Director of the Company.

RESOLUTION 6 - Re-election of director

THAT Thomas Arseneault be and is hereby re-elected a Director of the Company.

RESOLUTION 7 - Re-election of director

THAT Crystal E Ashby be and is hereby re-elected a Director of the Company.

RESOLUTION 8 - Re-election of director

THAT Dame Elizabeth Corley be and is hereby re-elected a Director of the Company.

RESOLUTION 9 - Re-election of director

THAT Bradley Greve be and is hereby re-elected a Director of the Company.

RESOLUTION 10 - Re-election of director

THAT Jane Griffiths be and is hereby re-elected a Director of the Company.

RESOLUTION 11 - Re-election of director

THAT Christopher Grigg be and is hereby re-elected a Director of the Company.

RESOLUTION 12 - Re-election of director

THAT Ewan Kirk be and is hereby re-elected a Director of the Company

RESOLUTION 13 - Re-election of director

THAT Stephen Pearce be and is hereby re-elected a Director of the Company.

RESOLUTION 14 - Re-election of director

THAT Nicole Piasecki be and is hereby re-elected a Director of the Company.

RESOLUTION 15 - Re-election of director

THAT Charles Woodburn be and is hereby re-elected a Director of the Company.

RESOLUTION 16 - Election of director

THAT Cressida Hogg be and is hereby elected a Director of the Company.

RESOLUTION 17 - Election of director

THAT Lord Sedwill be and is hereby elected a Director of the Company.

RESOLUTION 18 - Re-appointment of the Auditors

THAT Deloitte LLP be and are hereby re-appointed Auditors of the Company to hold office until the next General Meeting at which accounts are laid before the Company.

RESOLUTION 19 - Authority to agree Auditors' remuneration THAT the Audit Committee of the Board of Directors be and is hereby authorised to agree the remuneration of the Auditors.

RESOLUTION 20 - Political Donations THAT

(i)the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006 (the "2006 Act") during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's Annual General Meeting in 2024 or close of business on 30 June 2024:

(a) to make political donations to political parties, and/or independent election candidates;

• (b) to make political donations to political organisations other than political parties; and

• (c) to incur political expenditure,up to an aggregate amount of £100,000, and the amount authorised under each of paragraphs (a) to (c) shall also be limited to such amount; and

(ii) all existing authorisations and approvals relating to political donations or expenditure under Part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and

(iii)words and expressions defined for the purpose of the 2006 Act shall have same meaning in this resolution.

RESOLUTION 21 - Approval of the BAE Systems Long-term Incentive Plan 2023

THAT the rules of the BAE Systems Long-term Incentive Plan 2023 (the "LTIP"), the principal features of which are summarised in the Appendix to this Notice of Annual General Meeting, and a copy of which is produced to the Annual General Meeting and initialled by the Chairman for the purposes of identification, be approved and the Directors be authorised to:

(i)adopt the LTIP and do all things appropriate to operate the LTIP, including making such modifications as the Directors consider appropriate to take account of best practice; and

(ii) establish further plans based on the LTIP but modified to: (a)

permit participation by employees of any joint ventures of the Company who are not eligible to participate in the LTIP; and/or (b) take account of local tax, exchange controls or securities laws in overseas territories, provided that any new issue or treasury shares made available under such further plans are treated as counting against the limits on individual or overall participation in the LTIP.

RESOLUTION 22 - Authority to allot new shares

THAT the authority conferred on the Directors by Article 8(B)(i) of the Company's Articles of Association be renewed for the period ending at the conclusion of the Company's Annual General Meeting in 2024 or at the close of business on 30 June 2024, whichever is the earlier, and for such period the Section 551 Amount shall be £25,461,446.

The authorities in this Resolution apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act.

To consider, and if thought fit, to pass the following Resolutions 23 to 25 which will be proposed as SPECIAL RESOLUTIONS:RESOLUTION 23 - Disapplication of pre-emption rights THAT, subject to the passing of Resolution 22 above, the power conferred on the Directors by Article 8(B)(ii) of the Company's Articles of Association be renewed for the period referred to in such Resolution and for such period the Section 561 Amount shall be £3,819,598.

Such authority shall be in substitution for all previous powers pursuant to Section 561 of the 2006 Act.

RESOLUTION 24 - Authority to purchase own shares

THAT the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of its ordinary shares of 2.5p each in the capital of the Company provided that:

(a) the maximum number of shares that may be purchased is 305,567,916;

• (b) the minimum price which may be paid for each share is 2.5p;

• (c) the maximum price which may be paid for each share is the higher of (i) 105 per cent of the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the fivebusiness days immediately preceding the day on which such share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange;

(d) this authority shall expire at the conclusion of the Annual

General Meeting of the Company held in 2024 or, if earlier, at the close of business on 30 June 2024 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which may be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

RESOLUTION 25 - Notice of general meetings

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By Order of the Board

David Parkes Company Secretary 29 March 2023

6 Carlton Gardens London SW1Y 5AD

Notes

• 1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A proxy need not be a member of the Company.

• 2. A proxy form which may be used to make such appointment and give proxy instructions has been sent to all shareholders (except those who have elected to receive notice via email who should refer to paragraph 7 below, or those shareholders who are deemed to have consented to receive communications via the Company's website and who will have received a shareholder voting instruction card).

  If a shareholder wishes to appoint someone other than the Chairman of the meeting to act as the shareholder's proxy, the shareholder should delete the reference to the Chairman in the proxy form, and insert in block letters the name of the person that the shareholder wishes to appoint in the space provided, and initial the alteration.

  Shareholders who have received a shareholder voting instruction card or a proxy card may appoint a proxy or proxies electronically via the Company's website atwww.baesystems.com/reportingusing the Voting ID, Task ID, and Shareholder Reference Number on the proxy card or shareholder voting instruction card. Electronic proxy appointments must be received no later than 11.30 am UK time on 2 May 2023. CREST members who wish to appoint proxies through the CREST electronic appointment service should refer to paragraphs 12-15 below.

• 3. A shareholder may appoint more than one proxy, who may be the same person, in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If in such case a shareholder wishes to appoint more than one proxy, the shareholder should photocopy the proxy form and indicate in the relevant box the number of shares in relation to which the shareholder authorises them to act as the shareholder's proxy. The shareholder should indicate by marking the relevant box on the proxy card if more than one proxy is being appointed.

• 4. In the case of joint holders the signature of any one of them will suffice. The vote of the senior party tendering the vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

• 5. To be valid any proxy form or other instrument appointing a proxy must be completed, signed and returned, together with the power of attorney or other authority (if any) under which it is signed, or a duly certified copy thereof, so as to be received by post or (during normal business hours only) by hand at the office of the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 11.30 am UK time on 2 May 2023, being not less than 48 hours before the time for which the meeting is convened.

• 6. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 13 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

• 7. Shareholders who have elected to receive notice via email, and who have therefore not received a proxy card, may appoint a proxy or proxies electronically via the Company's website at www. baesystems.com/reporting using their usual Shareview portfolio identification particulars. Electronic proxy appointments must be received no later than 11.30 am UK time on 2 May 2023.

• 8. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

• 9. The statement of rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 7 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

• 10. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's Register of Members at 6.30pm UK time on 2 May 2023 or, if the meeting is adjourned, 6.30pm UK time two days before the time fixed for the adjourned meeting (as the case may be). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

• 11. As at 15 March 2023 (being the latest practicable business day prior to the publication of this Notice) the Company's issued share capital consisted of 3,274,530,020 ordinary shares and one special share. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The voting rights of treasury shares (of which there were 218,850,860 as of 15 March 2023) are suspended. The holder of the special share is entitled to attend general meetings of the Company, but is not entitled to vote. Accordingly the total number of voting rights as of 15 March 2023 is 3,055,679,160. The consent of the holder of the special share is required in certain limited circumstances, as set out in the Company's Articles of Association. At the Company's 2023 AGM, all resolutions will be voted on by way of a poll. On a vote by poll, every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share of which he/she is the holder.

• 12. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available viawww.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

• 13. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless ofwhether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Equiniti (ID RA19), no later than 11.30 am UK time on 2 May 2023, being not less than 48 hours before the time for which the meeting is convened. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

14. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting system providers) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST systems and timings.

• 15. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated

• Securities Regulations 2001.

• 16. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

• 17. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

• 18. Any member attending the meeting in person or electronically has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation of the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

• 19. A copy of this notice, and other information required by s311A of the Companies Act 2006, can be found atwww.baesystems.com/ reporting.

• 20. Shareholders may not use any electronic address provided in this Notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.

Notes on the Resolutions

1. NOTES ON THE RESOLUTIONS

1.1 Resolution 2 - Approval of Directors' Remuneration Policy The policy section of the Directors' Remuneration Report, which sets out the Company's forward looking policy on Directors' remuneration, is subject to a binding shareholder vote by ordinary resolution at least every three years. The Company's existing remuneration policy was approved by shareholders at the Annual General Meeting in 2020 (the "2020 Policy"). The remuneration policy on which shareholders are being asked to vote at the Annual General Meeting in 2023 (the "2023 Policy") is set out in full on pages 190 to 205 of the 2022 Annual Report and, subject to shareholder approval, will replace the 2020 Policy with effect from the end of the 2023 Annual General Meeting. The statement by Nicole Piasecki, Chair of the Remuneration Committee, on pages 160 to 164 of the 2022 Annual Report gives further context to and rationale for the changes to the policy since that approved in 2020.

1.2 Resolution 3 - Approval of Directors' Remuneration Report The statement by the Remuneration Committee Chair and the Annual Remuneration Report (on pages 160 to 189 of the 2022 Annual Report) is being put to the shareholders as an annual advisory vote.

As required by regulation, the statement by the Chair of the Remuneration Committee covers major decisions on directors' remuneration during the year, changes during the year, and the context in which the changes occurred and the decisions have been taken.

The Annual Remuneration Report reports on how the 2020 Policy has been implemented and sets out payments made in the financial year ended 31 December 2022.

1.3 Resolutions 5-15 - Directors Standing For Re-election

In line with the provisions of the UK Corporate Governance Code (the "Code") and the Company's Articles of Association, all directors are standing for election or re-election to the Board except Sir Roger Carr who is standing down from the Board with effect from the close of the AGM, having served as Chairman for nine years.

The Chairman has confirmed that, based on the formal performance evaluations undertaken at the end of 2022 and the beginning of 2023, all of the Directors remain committed to the role and the individual performance and contribution of all Directors continues to be effective. Also, in compliance with the Code, the Company ensures that non-executive directors have sufficient time to fulfil their obligations. This is assessed when a Director is appointed and also in the event of there being a material change to an individual's circumstances. The biographies set out opposite summarise the skills, competence and experience of each of the Directors which highlight their individual contributions to the Board and their composite expertise.

Directors' Biographies

Nick Anderson - Non-executive director Appointed to the Board: 2020

Nationality: UK

Key contribution: Deep knowledge and experience of leading international engineering and manufacturing operations.

Skills, competence and experience: As Group Chief Executive of a FTSE 100 industrial engineering company, Nick has a strong record of leading and growing global businesses.

Since being appointed Group Chief Executive of Spirax-Sarco Engineering plc in January 2014, Nick has overseen the successful global growth of Spirax-Sarco Engineering, which serves customers in 130 countries worldwide. Prior to his roles at Spirax-Sarco Engineering, he was Vice-President of John Crane Asia Pacific and President of John Crane Latin America.

Other non-executive appointments: None

Committee membership: Environmental, Social and Governance Committee, Innovation and Technology Committee and Nominations Committee.

Tom Arseneault - President and Chief Executive Officer of BAE Systems, Inc.

Appointed to the Board: 2020

Nationality: US

Key contribution: Business leadership and wide-ranging operational experience in US defence and commercial aerospace markets.

Skills, competence and experience: Tom was appointed to the Board on 1 April 2020, serving as President and Chief Executive Officer of BAE Systems, Inc. Throughout his career, Tom has led complex organisations responsible for fulfilling critical and technologically challenging missions. Most recently he served as President and Chief Operating Officer of BAE Systems Inc., having spent over 20 years in various senior roles within BAE Systems, Inc.

Prior to his senior leadership appointments, Tom managed various organisations and programmes for Sanders, a Lockheed Martin Company, until it was acquired by BAE Systems in 2000. Earlier in his career, he held a variety of engineering and programme management positions with General Electric and TASC.

Tom is a member of the Executive committee of the Aerospace Industries Association.

Non-executive appointments: None.

Crystal E. Ashby - Non-executive director Appointed to the Board: 2021

Nationality: US

Key contribution: Business leadership and expertise in human resources, government affairs, legal, corporate communications and regulatory matters.

Skills, competence and experience: Crystal has held various senior leadership roles within the energy and healthcare sectors and has considerable expertise in government affairs, legal and regulatory matters. She is currently the Executive Vice President and Chief People, DEI and Communications Officer of the US health insurance company, Independence Health Group.