Foreign held shares

BAE SYSTEMS PLC
26 March 2002


26 March 2002



HM Government agrees changes in BAE SYSTEMS foreign share limit and restrictions
on nationality of directors.




The Secretary of State for Trade and Industry, as holder of the Special Share,
has today announced her agreement to changes in the Articles of Association of
BAE SYSTEMS plc.

The Secretary of State has given her agreement 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.

Agreement has also been reached to the removal of the provisions allowing the
appointment of a Government Director and to change the current requirement that
all Executive Directors are British to a requirement that a simple majority of
the Board, including the Chief Executive and any Executive Chairman, are
British.

Implementation of the changes 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.

Commenting on these changes, Sir Richard Evans, Chairman, said, 'The
Government's agreement to relax these restrictions is most welcome and reflects
the development of the Company into a more global business operating in a global
market.'

The level of foreign held ordinary shares as at 25 March 2002 is 48.79%. 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the amendments are approved, the notices will be withdrawn.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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