Doc re. Bond Issue

BAE SYSTEMS PLC Bond Issue

8 April 2020

BAE Systems plc announces a private placement of notes (the "Notes") to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Notes will be issued by BAE Systems plc (the parent holding company of the BAE Systems group of companies which, together with BAE Systems plc, are referred to herein as "BAE Systems"). The Notes to be issued consist of U.S.$1,300,000,000 aggregate principal amount of Notes paying 3.400% interest per year and maturing on 15 April 2030. The net proceeds of the offering will be used to (i) fund part of BAE Systems' post-employment benefit plans deficit or (ii) repay certain amounts then outstanding under BAE Systems' short-term commercial paper program that will be used to fund part of BAE Systems' post-employment benefit plans deficit.

The offering is expected to close on or about 14 April 2020.

The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offer of the Notes will be made only by means of a private offering memorandum.

Issued by:

BAE Systems plc

London