Share Buyback Programme Update

BAE Systems plc

BAE Systems Initiates £500MM Second Tranche of Share Buyback Programme

Today, BAE Systems plc ("BAE Systems", or the "Company") announces that it has entered into an arrangement with Morgan Stanley & Co. International plc ("Morgan Stanley") in relation to the second tranche (the "Second Tranche") of the share buyback programme announced by the Company on 28 July 2022 (the "Buyback Programme"). The First Tranche of the Buyback Programme completed on 16 November 2022. The sole purpose of the Buyback Programme is to reduce the issued share capital of the Company.

In connection with the Second Tranche, the Company has instructed Morgan Stanley, acting as riskless principal, to purchase ordinary shares of BAE Systems (the "Shares") for an amount of up to £500 million. The Second Tranche will run from and including 17 November 2022, and is expected to be completed by 31 December 2023.

Any purchases of Shares under the Second 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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