BOEING CO — AGM Information 2012

Mar 16, 2012

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IMPORTANT ANNUAL MEETING INFORMATION 000004

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Admission Ticket

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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 GRAY TITLE BAR.

Proxies for record holders submitted by internet or telephone must be received by 10:00 a.m., Central Daylight Time, on April 30, 2012. Proxies for savings plan participants are subject to an earlier deadline as described on the reverse side.

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Vote by Internet

• Go to www.envisionreports.com/BA or scan the QR code to the left with your smartphone

• Follow the steps outlined on the secure website

Vote by Telephone

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

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

X

• Follow the instructions provided by the recorded message

Annual Meeting Proxy Card

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q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

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 11 listed director nominees, FOR Proposal 2, and FOR Proposal 3.

1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 - David L. Calhoun 02 - Arthur D. Collins, Jr. 03 - Linda Z. Cook 04 - Kenneth M. Duberstein 05 - Edmund P. 06 - Lawrence W. Kellner Giambastiani, Jr. 07 - Edward M. Liddy 08 - W. James McNerney, Jr. 09 - Susan C. Schwab 10 - Ronald A. Williams 11 - Mike S. Zafirovski For Against Abstain For Against Abstain 2. Advisory vote to approve 3. Ratification of the appointment named executive officer of Deloitte & Touche LLP as compensation. independent auditor for 2012. B Shareholder Proposals — The Board of Directors recommends a vote AGAINST Proposals 4-7. For Against Abstain For Against Abstain For Against Abstain 4. Report on political and trade 5. Action by written consent. 6. Retention of significant association contributions. stock by former executives. 7. Extraordinary retirement

benefits.

If voting by mail, you must sign and date the other side of this card.

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Admission Ticket

INFORMATION ABOUT THE BOEING COMPANY’S 2012 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 2012 ANNUAL MEETING OF SHAREHOLDERS

TIME & DATE:

10:00 a.m., Central Daylight Time, on Monday, April 30, 2012

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 1, 2012

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.

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

PROXY / VOTING INSTRUCTION SOLICITED BY THE BOARD OF DIRECTORS

THE BOEING COMPANY ANNUAL MEETING OF SHAREHOLDERS APRIL 30, 2012

The undersigned hereby appoints Arthur D. Collins, Jr., Kenneth M. Duberstein and Edward M. Liddy, 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, April 30, 2012 (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) or postponement(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 25, 2012, 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. — Please 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 your name and write your 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.

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