Notice to Noteholders

RNS Number : 5646I

BAE SYSTEMS PLC

16 June 2011

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BOND HOLDERS. IF BOND HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL, LEGAL AND TAX ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

IMPORTANT NOTICE TO THE HOLDERS OF

U.S.$765,680,654 6.879 PER CENT. BAE SYSTEMS (OPTION AIRCRAFT) BONDS DUE 10 SEPTEMBER 2013

(the "Bonds")

Issued by:

BAE SYSTEMS plc (the "Issuer")

16 June 2011

NOTICE IS HEREBY GIVEN to the holders of the Bonds that pursuant to, and subject to the effectiveness of, the terms of the Global Amendment and Termination Agreement dated 26 May 2011 to which the Issuer is a party (the "GATA"), the holders of the Bonds have consented to certain amendments to the terms and conditions of the Bonds to provide for mandatory redemption of the Bonds at the redemption price calculated in accordance with the GATA. The effectiveness of the amendments to the terms and conditions of the Bonds is subject to the satisfaction of certain conditions (the date on which such conditions are satisfied, being the "Effective Date"). The GATA has been entered into in connection with the sale by BAE SYSTEMS (Operations) Limited of its aircraft management business and the Trident aircraft owning entities.

The Issuer confirms that the Effective Date occurred on 15 June 2011.

The Issuer shall notify the holders of the Bonds of the date of redemption of the Bonds.

This notice shall be deemed to have been given on the date of first publication, which is the date stated above.

Contact Information

Stirling Square, 6 Carlton Gardens,

London - SW1Y 5AD

Attn: Company Secretary

Tele: +44 (0) 1252 383015

This notice is given by:

BAE SYSTEMS plc

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.