BOEING CO — AGM Information 2011

Mar 18, 2011

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----- Start of picture text ----- IMPORTANT ANNUAL MEETING INFORMATION 000004----- End of picture text -----

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You can vote by internet or telephone! Available 24 hours a day, 7 days a week!

If you vote by internet or telephone, you do not need to mail the proxy card.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies for record holders submitted by internet or telephone must be received by 10:00 a.m., Central Daylight Time, on May 2, 2011. Proxies for savings plan participants are subject to an earlier deadline as described on the reverse side.

Vote by internet

• Log on to the internet and go to www.envisionreports.com/ba

• Follow the steps outlined on the secure website.

Vote by telephone

Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.

• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone.

• Follow the instructions provided by the recorded message.

Annual Meeting Proxy Card

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• IF YOU HAVE NOT VOTED BY INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED PRE-PAID ENVELOPE. �

If you wish to vote in accordance with the Board of Directors’ recommendations, you need only sign and date the other side.

A Company Proposals — The Board of Directors recommends a vote FOR the 12 listed director nominees, FOR Proposal 2, THREE YEARS on Proposal 3 and FOR Proposal 4. 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - John E. Bryson 02 - David L. Calhoun 03 - Arthur D. Collins, Jr. 06 - Edmund P. 04 - Linda Z. Cook 05 - Kenneth M. Duberstein Giambastiani, Jr. 07 - Edward M. Liddy 08 - John F. McDonnell 09 - W. James McNerney, Jr. 10 - Susan C. Schwab 11 - Ronald A. Williams 12 - Mike S. Zafirovski For Against Abstain 3 Yrs 2 Yrs 1 Yr Abstain For Against Abstain 2. Advisory vote on executive 3. Recommend the frequency 4. Ratification of the appointment compensation. of advisory votes on of Deloitte & Touche LLP as executive compensation. independent auditor for 2011. B Shareholder Proposals — The Board of Directors recommends a vote AGAINST Proposals 5-9. For Against Abstain For Against Abstain For Against Abstain 5. Independent monitoring of 6. Report on political activity. 7. Action by written consent. the human rights code. 8. Change ownership threshold 9. Independent chairman. to call special meetings.

For your vote to count, you must sign and date the other side.

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INFORMATION ABOUT THE BOEING COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS

Directions to The Field Museum, Chicago, Illinois are included in our proxy statement and are available by telephone at 312-922-9410 or on The Field Museum’s website at www.fieldmuseum.org.

PLEASE BRING THIS ADMISSION TICKET AND VALID PHOTO IDENTIFICATION FOR ADMISSION TO THE MEETING. THIS TICKET WILL ADMIT SHAREHOLDER AND ONE GUEST.

NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS

TIME & DATE:

10:00 a.m., Central Daylight Time, on Monday, May 2, 2011

PLACE:

The Field Museum 1400 South Lake Shore Drive Chicago, Illinois 60605-2496

WHO MAY VOTE:

You may vote if you were a shareholder of record at the close of business on March 3, 2011

By Order of the Board of Directors, Michael F. Lohr, Corporate Secretary

Attention Internet Users! You can save paper and reduce waste by electing to receive future meeting materials and shareholder communications electronically at www.computershare.com/investor. You can also access your shareholder information at that site.

� IF YOU HAVE NOT VOTED BY INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED PRE-PAID ENVELOPE. �

PROXY / VOTING INSTRUCTION SOLICITED BY THE BOARD OF DIRECTORS THE BOEING COMPANY ANNUAL MEETING OF SHAREHOLDERS MAY 2, 2011

The undersigned hereby appoints John E. Bryson, Kenneth M. Duberstein and John F. McDonnell, and each of them, with the power of substitution, proxies for the undersigned and authorizes them to represent and vote all of the shares of stock of The Boeing Company that the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held on Monday, May 2, 2011 (the “Meeting”), and at any adjournment(s) or postponement(s) thereof, with respect to all of the proposals indicated on the reverse side of this card, and with discretionary authority as to any other matters that may properly come before the Meeting, in accordance with and as described in the Notice and Proxy Statement for the Meeting.

The number of shares of Boeing stock shown on this proxy card includes shares held in The Boeing Company Voluntary Investment Plan (the “Plan”) as well as any other shares you may own outside of the Plan. If you are a participant in the Plan, you hereby instruct the Plan trustee to vote all of the Plan share interests allocated to you at the Meeting and any adjournment(s) or postponement(s) thereof, with respect to the proposals indicated on the reverse side of this card, and you authorize the trustee to empower the proxies named above to vote in their judgment on such other business as may properly come before the Meeting and any adjournment(s) thereof. You may not vote the Plan share interests allocated to you at the Meeting; the trustee must vote your Plan share interests. The Plan trustee must receive your proxy instructions no later than 10:59 p.m., Central Daylight Time, on April 27, 2011, or the trustee will vote your Plan shares in the same manner and proportion as Plan shares for which it has received instructions, unless contrary to applicable law.

If this proxy card is signed and no direction is given, this proxy for both registered shares and Plan shares will be voted in accordance with the recommendations of the Board of Directors on all the proposals referred to on the reverse side.

C Non-Voting Items

Change of Address — Please print new address below.

Comments — Please print your comments below.

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D Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below NOTE: Please sign exactly as name appears on your account. If the shares are registered in the names of two or more persons, each should sign. If acting as attorney, executor, trustee or in another representative capacity, sign name and title.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

IF VOTING BY MAIL, YOU MUST DATE AND SIGN THIS CARD.