Foreign held Ordinary Shares

BAE SYSTEMS PLC
27 March 2002

BAE SYSTEMS plc

BAE SYSTEMS - Level of Foreign-held Shares

BAE SYSTEMS announces that at 26 March 2002 the register of Foreign-held shares
maintained pursuant to Article 43 of the Company's Articles of Association
indicated that 1,492,357,832 shares representing 48.89% of the issued ordinary
share capital of the Company were foreign-held shares compared to the Aggregate
Foreign Shareholding Restriction limit of 49.5%.

27 March 2002

Note:

As announced on 26 March 2002, the Secretary of State gave her agreement on that
date to the removal of the aggregate foreign shareholding limit, which currently
stands at 49.5%. The requirement that no individual foreign shareholder, or
group of foreign shareholders acting in concert, can hold more than 15% of the
shares remains unchanged.

Implementation of the change is subject to amendments to the Articles of
Association of the Company that require shareholder approval. Shareholder
approval is to be sought at the Annual General Meeting of the Company to be held
on 3 May 2002.

If the 49.5% limit is breached prior to the Annual General Meeting, the Company
will be obliged under its current Articles to send out notices requiring the
relevant number of foreign held shares to be transferred to another person such
that they cease to be foreign held shares. Because of the proposed amendments to
the Articles of Association, the terms of any such notices will be that no
transfer will be required to take place until after the Annual General Meeting
and, if the amendments are approved, the notices will be withdrawn. However,
shares which are subject to any such notices will not be able to be voted at the
Annual General Meeting.


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