Proxy Solicitation & Information Statement • Mar 27, 2025
Proxy Solicitation & Information Statement
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Job No: 53900.04 Proof Event: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: BAE Project Title: Proxy Card A2 T: 0207 055 6500 F: 020 7055 6600
Before completing the Form of Proxy below, please read the instructions and explanatory notes overleaf.
I/We, the undersigned (see note 1 overleaf), being a member/members of BAE Systems plc hereby appoint the Chair of the Meeting or
(IN BLOCK LETTERS – see notes 2 and 3 overleaf) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held on 7 May 2025 at 9.30am and at any adjournment thereof. I/We request my/our proxy to vote or abstain from voting as indicated below (see notes 3, 4 and 5). Please indicate here with an "X" if more than one proxy is being appointed (see note 3 overleaf). Please indicate your instructions by marking the "For", "Against" or "Withheld" boxes in black ink like this x
| Shareholder Reference Number (SRN) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| I/We, the undersigned (see note 1 overleaf), being a member/members of BAE Systems plc hereby appoint the Chair of the Meeting or | |||||||||||
| Name of appointed proxy | Number of shares over which the proxy is appointed | ||||||||||
| I/We request my/our proxy to vote or abstain from voting as indicated below (see notes 3, 4 and 5). Please indicate here with an "X" if more than one proxy is being appointed (see note 3 overleaf). Please indicate your instructions by marking the "For", "Against" or "Withheld" boxes in black ink like this |
x | (IN BLOCK LETTERS – see notes 2 and 3 overleaf) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held on 7 May 2025 at 9.30am and at any adjournment thereof. |
|||||||||
| Ordinary Resolutions | FOR AGAINST WITHHELD | Ordinary Resolutions | FOR AGAINST WITHHELD | ||||||||
| 10. Re-elect Bradley Greve 11. Re-elect Jane Griffiths |
19. Political donations up to specified limits |
||||||||||
| 12. Re-elect | Cressida Hogg | shares | 20. Long Term Incentive Plan 21. Authority to allot new |
||||||||
| 13. Re-elect Ewan Kirk 14. Re-elect Stephen Pearce |
Special Resolutions 22. Disapplication of pre-emption rights |
||||||||||
| 15. Re-elect Nicole Piasecki | 23. Purchase own shares | ||||||||||
| 16. Re-elect | Charles Woodburn | meetings | 24. Notice of general | ||||||||
| auditors | 17. Re-appointment of | 25. Articles of Association | |||||||||
| auditors | 18. Remuneration of | ||||||||||
| 2025 | 0140-0271 | A2 |
Ordinary Resolutions FOR AGAINST WITHHELD
| 1. Report and Accounts | 10. Re-elect Bradley Greve | ||||
|---|---|---|---|---|---|
| 2. Remuneration Report | 11. Re-elect Jane Griffiths | ||||
| 3. Remuneration Policy | 12. Re-elect | Cressida Hogg | |||
| 4. Final Dividend | 13. Re-elect Ewan Kirk | ||||
| 5. Re-elect Nicholas Anderson |
14. Re-elect Stephen Pearce | ||||
| 6. Re-elect Thomas Arseneault |
15. Re-elect Nicole Piasecki | ||||
| 7. Re-elect Crystal E Ashby | 16. Re-elect | Charles Woodburn | |||
| 8. Re-elect Angus Cockburn | auditors | 17. Re-appointment of | |||
| 9. Re-elect Dame Elizabeth Corley |
auditors | 18. Remuneration of | |||
| Signature | Date |

Job No: 53900.04 Proof Event: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: BAE Project Title: Proxy Card A2 T: 0207 055 6500 F: 020 7055 6600
We periodically consult with our shareholders to check how they wish to receive shareholder communications from us, such as the Annual Report. There are three options, which are summarised below.
By accepting to receive shareholder communications via our website, or by registering to receive email communications, you would be helping us to reduce the environmental impact of our activities and assisting us in managing our printing and postage costs.
| Choices | What you will receive | Action required |
|---|---|---|
| 1. Email Communication | An email from the Company, notifying you of where to find the communication online |
Register online for Shareview at www.shareview.co.uk |
| 2. Website Communication | Written notification of where to find a communication online |
Do nothing |
| 3. Written Communication | Paper copy of communications | Tick this box and return this form in the reply paid envelope provided |
Please see the notes overleaf for further information.
With environmental and cost issues in mind, and given the ever growing size of the Annual Report due to the increasing number of regulatory disclosures, we are writing to ask whether you wish to continue to receive hard copy communications from us, or whether in future you would prefer to receive an email or website notification explaining where you can find the relevant documents online.
Please select your preference as set out in "Shareholder Communications – Your Choice" below and take the relevant action required.
You may wish to note that if you opt to receive "website communication" (or choose to take no action), you would currently receive, for this AGM communication, a document similar to the enclosed Notification of BAE Systems plc Annual Report 2024 and AGM which would direct you to our AGM website to view the full Annual Report and AGM Notice, and to vote on the resolutions.
Yours sincerely
Anthony Clarke Company Secretary
BAE Systems plc Registered in England & Wales No. 1470151 6 Carlton Gardens, London SW1Y 5AD
If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box entitled "Number of shares over which the proxy is appointed" the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.
If you do not wish or are unable to attend the meeting in person or electronically, you may use the Form of Proxy overleaf to appoint a proxy, or proxies, to exercise any or all of your rights to attend, speak and vote at the meeting. Complete, sign and date the Form of Proxy (notes on how to do so are given below), and send it to the Company's Registrar, Equiniti, in the reply paid envelope provided.
You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview. co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.
If you are a CREST member, you can register your proxy appointment and voting instructions by using the procedures described in the CREST manual. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform.
Note: Submitting a Form of Proxy by post or registering an online proxy appointment will not preclude you from voting on the Resolutions at the meeting. Further details on the AGM can be found in the enclosed Notice of Meeting.
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