BAE Systems PLC

Proxy Solicitation & Information Statement • Mar 31, 2021

Shareholder Voting Instruction Card

Annual General Meeting of BAE Systems plc to be held on Thursday, 6 May 2021 at 10.30am at Hall 1, Farnborough International Exhibition & Conference Centre, Farnborough, Hampshire GU14 6XE

Important note: As explained in the Notification of BAE Systems plc Annual Report 2020 and AGM accompanying this Voting Instruction Card, due to COVID-19 restrictions, shareholders will not be permitted to attend the AGM in person and you should not attempt to do so. You will, however, be able to:

• (i) vote by proxy in advance of the meeting;
• (ii) ask questions on the AGM resolutions in advance of the meeting via the AGM website and we will publish responses to matters raised in respect of the resolutions; and
• (iii) listen remotely in real-time to the proceedings of the AGM led by the Chairman and including an overview of 2020 performance by the Chief Executive.

VOTING BY PROXY

Whilst you cannot attend the meeting in person, as is the case every year, all shareholders will still be able to vote on the AGM resolutions by proxy. Voting by proxy means you appoint the person chairing the meeting to cast your votes on each of the resolutions, in line with your instructions.

The Annual Report 2020 and the Notice of Annual General Meeting 2021, which contains the full wording of the resolutions and accompanying notes, can be found on the Company's AGM website page:

www.baesystems.com/reporting

This website includes a link for you to vote on the AGM resolutions using the Voting ID, Task ID and Shareholder Reference Number shown below. Alternatively, you can vote your shares online at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number shown below.

Voting ID Task ID Shareholder Reference Number (SRN)

You are strongly advised to appoint the Chairman of the meeting as your proxy as under the particular arrangements for this meeting, proxies (other than the Chairman of the meeting) will not be permitted to attend the AGM in person. Similarly, corporate representatives other than the Chairman of the meeting will not be permitted to attend the AGM in person.

If you are unable or do not wish to vote online, you can request a hard copy Proxy Form and Notice of Meeting by contacting Equiniti whose details are given overleaf.

ASKING A QUESTION

If you have any questions on the AGM resolutions, we would like to hear from you ahead of the meeting. We will publish responses to the matters raised by shareholders on the business of the meeting on our website no later than 30 April 2021, which will provide you with an opportunity to read the responses before submitting your proxy vote. If you wish to ask a question on the resolutions, please submit your question via the AGM website at www.baesystems.com/reporting no later than 27 April 2021.

LISTENING TO THE AGM PROCEEDINGS

For the 2021 AGM, BAE Systems plc will be enabling shareholders to listen to the meeting by audiocast, should they wish to do so. This can be done by accessing the following website: https://web.lumiagm.com

This website is compatible with most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Edge, Chrome, Firefox and Safari on a PC, laptop or internetenabled device such as a tablet or smartphone.

Logging In

On accessing this website, you will be asked to enter a Meeting ID which is 165-301-118.

You will then be prompted to enter your unique Shareholder Reference Number (SRN) and PIN which is the first two and last two digits of your SRN. These can be found printed on your Shareholder Voting Instruction Card opposite. Access to the meeting via the website will be available from 09:30am on 6 May 2021.

Audiocast

Job No: 43859.08 Proof Event: 7 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: BAE Project Title: Attendance Card T: 0207 055 6500 F: 020 7055 6600

Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device. An active internet connection is required in order to allow you to listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Please see overleaf for the user guide to listening to the BAE Systems plc 2021 AGM remotely. You can tear this card in two at the perforation to have your SRN and PIN (being the first two and last two digits of your SRN) to hand.

Please note that your votes must be registered by no later than 10.30am on Tuesday, 4 May 2021.

User Guide to Listening to the BAE Systems plc 2021 Annual General Meeting Remotely https://web.lumiagm.com

Meeting ID: 165-301-118

To login you must have your SRN and PIN (see overleaf)

Open the Lumi AGM website and you will be prompted to enter the Meeting ID.

When successfully authenticated, you will be taken to the Home Screen.

To listen to the meeting, expand the "Broadcast Panel", located at the bottom of your device. If viewing through a browser, it will appear automatically.

Job No: 43859.08 Proof Event: 7 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: BAE Project Title: Attendance Card T: 0207 055 6500 F: 020 7055 6600

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