AGM result/New Director

BAE SYSTEMS PLC
3 May 2002

BAE SYSTEMS plc



1.     POLL RESULTS TABLE FOR AGM 2002


RESOLUTION                                        VOTES          VOTES AGAINST       SHARES TOTAL           RESULT

                                                   FOR
1       Accounts & Reports                       1,845,760,414         1,731,355         1,847,491,769      PASSED
2       Final Dividend                           1,858,460,910           356,680         1,858,817,590      PASSED
3       Dr Ulrich Cartellieri                    1,854,706,752         3,238,564         1,857,945,316      PASSED
4       Sir Richard Evans                        1,840,075,414         7,469,482         1,847,544,896      PASSED
5       Steven Mogford                           1,850,200,180         7,757,306         1,857,957,486      PASSED
6       Michael Turner                           1,854,990,306         2,969,218         1,857,959,524      PASSED
7       KPMG Audit Plc                           1,810,471,060        48,558,264         1,859,029,324      PASSED
8       Auditors' Remuneration                   1,854,492,023         4,305,529         1,858,797,552      PASSED
9       Authority to purchase shares             1,852,002,765           516,040         1,852,518,805      PASSED
10      SAYE Share Option Scheme                 1,248,497,515       609,826,799         1,858,324,314      PASSED
11      Share Incentive Plan                     1,254,154,150       602,697,854         1,856,852,004      PASSED
12      Political Donations:
A       BAE SYSTEMS plc                          1,621,956,240        68,443,866         1,690,400,106      PASSED
B       BAE SYSTEMS Avionics Ltd                 1,620,759,869        69,637,021         1,690,396,890      PASSED
C       BAE SYSTEMS (Defence Systems) Ltd        1,619,546,073        70,851,535         1,690,397,608      PASSED
D       BAE SYSTEMS Electronics Ltd              1,619,506,720        70,889,220         1,690,395,940      PASSED
E       BAE SYSTEMS Marine Ltd                   1,619,518,589        70,879,566         1,690,398,155      PASSED
F       BAE SYSTEMS (Operations) Ltd             1,619,515,015        70,881,815         1,690,396,830      PASSED
G       Heckler & Koch GmbH                      1,625,894,348        64,498,319         1,690,392,667      PASSED
H       Royal Ordnance PLC                       1,625,947,526        64,441,372         1,690,388,898      PASSED
13      Articles of Association:                 1,819,553,922        39,140,248         1,858,694,170      PASSED

        Electronic communications
14      Articles of Association:                 1,818,091,667        39,465,662         1,857,557,329      PASSED

        Special Shareholder



All resolutions were passed



Note:

Resolution 14: Amendments to the Articles of Association relating to the Special
Shareholder

As a result of the passing of Resolution 14 by the Company's shareholders,
amongst other things:

  • The aggregate foreign shareholding restriction of 49.5% is removed,
    although the individual requirement, whereby no foreign person may be
    interested in more than 15% of the Company, continues.

  • All notices served on shareholders prior to the AGM requiring the disposal
    of shares which breached the 49.5% limit have been withdrawn and cease to
    have effect.

  • The requirement for directors holding executive office to be British
    citizens has been relaxed.





 2. APPOINTMENT OF EXECUTIVE DIRECTOR

Mark Ronald, currently Chief Operating Officer with responsibility for BAE
SYSTEMS' North American business, has been appointed as an Executive Director of
BAE SYSTEMS plc with effect from today. He will retain his responsibilities for
the North American business.





3 May 2002



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