Share Buyback Programme

BAE Systems plc

Share Buyback Programme

Today, BAE Systems plc ("BAE Systems", or the "Company") announced its interim results for the half year ending 30 June 2022 and a share buyback programme (the "Buyback Programme") of up to £1.5 billion.

The Buyback Programme is consistent with the Company's disciplined approach to capital allocation, reflecting the Company's strong cash flow delivery and balance sheet position. The sole purpose of the Buyback Programme is to reduce the issued share capital of the Company.

Details of the Buyback Programme

The Company has entered into an arrangement with Morgan Stanley & Co. International plc ("Morgan Stanley") in relation to the purchase by Morgan Stanley, as riskless principal, of ordinary shares of BAE Systems (the "Shares"). This agreement relates to the first tranche of the Buyback Programme and is for an amount of up to £500 million ("First Tranche"). The First Tranche will run from and including 28 July 2022 and is expected to be completed by 30 June 2023.

Any purchases of Shares under the First Tranche will be effected within certain pre-set parameters. These arrangements are in accordance with BAE Systems' general authority to repurchase Shares granted at its Annual General Meeting held on 5 May 2022 (the "2022 AGM"), Chapter 12 of the Listing Rules, and those provisions of Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and the Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) dealing with buyback programmes. The number of ordinary shares to be purchased under the Buyback Programme will not exceed 314,658,597 Shares and is therefore within the 2022 AGM approved limit.

Details of the authority granted at the 2022 AGM can be found on our website under: https://investors.baesystems.com/~/media/Files/B/Bae-Systems-Investor-Relations-V3/PDFs/results-and-reports/results/2022/agm-notice-of-meeting-2022.pdf  

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