Bond holder meeting

BAE SYSTEMS PLC
10 January 2006

                                                                 10 January 2006

                                BAE SYSTEMS PLC
                                  £100,000,000
                        10 3/4 per cent. Bonds due 2014
                                      and
                                  £150,000,000
                        11 7/8 per cent. Bonds due 2008

BAE Systems plc (the 'Company') announces that notices (each a 'Notice of
Meeting') have been published on 10 January 2006 relating to meetings of the
2014 and 2008 Bondholders to be held on 1 February 2006. The purpose of each
meeting is to consider, and if thought fit approve, Extraordinary Resolutions to
make certain amendments to the terms and conditions of the Bonds. These
proposals are detailed in a Consent Solicitation Statement dated 10 January 2006
(the 'Consent Solicitation Statement') available to Bondholders as indicated in
the Notice of Meeting. Holders of Bonds which are held by Clearstream or
Euroclear should contact the relevant corporate action departments.

To participate in the relevant meeting Bondholders must provide their
instructions in the normal way so that instructions are received by the
Principal Paying Agent (the 'Principal Paying Agent') by 11.00 a.m. in the case
of the 2014 Bonds and 11.30 a.m. in the case of the 2008 Bonds on 30 January
2006 (the 'Expiration Date'). Bondholders who submit (and do not revoke)
electronic voting instructions which are received by the Principal Paying Agent
by 11.00 a.m. in the case of the 2014 Bonds or 11.30 a.m. in the case of the
2008 Bonds on 24 January 2006 (the 'Early Participation Date') will be eligible
to receive a payment from the Issuer of £0.75 per £100 principal amount of Bonds
which are the subject of a Bondholder's instruction (the 'Early Participation
Consent Fee'). The receipt of the Early Participation Consent Fee is subject to
the passing of the resolutions in relation to both the Bond issues, subject to
and unless the Company in its sole discretion decides to waive the condition
that resolutions in respect of both Bond issues are passed. Bondholders who
submit (and do not revoke) electronic voting instructions after the Early
Participation Date and before the relevant time on the Expiration Date will
receive £0.50 per £100 principal amount of Bonds which are the subject of
instructions, subject to the passing of the resolutions as aforesaid (the 'Final
Consent Fee').  Bondholders who do not submit electronic voting instructions are
not entitled to either the Early Participation Consent Fee or the Final Consent
Fee.

The proposals are made subject to the conditions contained in the Consent
Solicitation Statement and terms used in this announcement and not otherwise
defined have the meanings given to them in the Consent Solicitation Statement.

UBS Limited is the sole Dealer Manager. Copies of the Notice of Meeting and
Consent Solicitation Statement are available from the Principal Paying Agent,
Deutsche Bank, London Branch, at 1 Great Winchester Street, London EC2N 2DB. For
further information please contact the Liability Management Group at UBS Limited
on [phone].




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