BAE SYSTEMS plc
POLL RESULTS FOR AGM 2023
BAE Systems plc announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on 4 May 2023.
| ORDINARY RESOLUTIONS | VOTES FOR | % VOTES FOR1 | VOTES AGAINST | TOTAL VOTES VALIDLY CAST | % OF ISSUED SHARE CAPITAL VOTED1,2,3 | VOTES WITHHELD2 |
| Resolution 1: Report and Accounts | 2,205,168,280 | 99.94 | 1,262,275 | 2,206,430,555 | 72.20% | 2,445,110 |
| Resolution 2: Directors' Remuneration Policy | 2,150,307,412 | 97.61 | 52,732,857 | 2,203,040,269 | 72.09% | 5,851,354 |
| Resolution 3: Directors' Remuneration Report | 2,159,695,607 | 97.82 | 48,155,233 | 2,207,850,840 | 72.25% | 1,023,290 |
| Resolution 4: Final Dividend | 2,208,295,753 | 100.00 | 75,507 | 2,208,371,260 | 72.27% | 520,054 |
| Resolution 5: Re-election of Nicholas Anderson | 2,191,134,201 | 99.23 | 17,002,863 | 2,208,137,064 | 72.26% | 714,251 |
| Resolution 6: Re-election of Thomas Arseneault | 2,205,337,814 | 99.87 | 2,796,816 | 2,208,134,630 | 72.26% | 724,425 |
| Resolution 7: Re-election of Crystal E Ashby | 2,190,765,774 | 99.21 | 17,352,237 | 2,208,118,011 | 72.26% | 740,508 |
| Resolution 8: Re-election of Dame Elizabeth Corley | 2,190,805,753 | 99.22 | 17,309,776 | 2,208,115,529 | 72.26% | 743,527 |
| Resolution 9: Re-election of Bradley Greve | 2,200,577,429 | 99.66 | 7,551,436 | 2,208,128,865 | 72.26% | 716,490 |
| Resolution 10: Re-election of Jane Griffiths | 2,160,177,413 | 99.22 | 16,981,303 | 2,177,158,716 | 71.25% | 31,700,360 |
| Resolution 11: Re-election of Christopher Grigg | 2,151,683,023 | 97.44 | 56,451,284 | 2,208,134,307 | 72.26% | 724,690 |
| Resolution 12: Re-election of Ewan Kirk | 2,190,823,038 | 99.22 | 17,295,242 | 2,208,118,280 | 72.26% | 731,975 |
| Resolution 13: Re-election of Stephen Pearce | 2,189,928,111 | 99.18 | 18,206,354 | 2,208,134,465 | 72.26% | 723,994 |
| Resolution 14: Re-election of Nicole Piasecki | 2,177,141,904 | 98.60 | 30,984,627 | 2,208,126,531 | 72.26% | 730,117 |
| Resolution 15: Re-election of Charles Woodburn | 2,205,212,979 | 99.87 | 2,971,153 | 2,208,184,132 | 72.26% | 686,448 |
| Resolution 16: Election of Cressida Hogg | 2,195,702,638 | 99.44 | 12,383,174 | 2,208,085,812 | 72.26% | 767,579 |
| Resolution 17: Election of Lord Sedwill | 2,207,490,087 | 99.97 | 593,007 | 2,208,083,094 | 72.26% | 769,766 |
| Resolution 18: Re-appointment of Auditors | 2,207,608,929 | 99.97 | 604,891 | 2,208,213,820 | 72.26% | 638,372 |
| Resolution 19: Auditors' remuneration | 2,207,710,675 | 99.98 | 376,550 | 2,208,087,225 | 72.26% | 780,289 |
| Resolution 20: Political donations up to specified limits | 2,169,462,083 | 99.64 | 7,729,592 | 2,177,191,675 | 71.25% | 31,693,372 |
| Resolution 21: BAE Systems Long-term Incentive Plan 2023 | 2,163,831,103 | 98.21 | 39,348,157 | 2,203,179,260 | 72.10% | 5,707,810 |
| Resolution 22: Authority to allot new shares | 2,131,087,206 | 96.51 | 77,133,271 | 2,208,220,477 | 72.26% | 632,122 |
| SPECIAL RESOLUTIONS | VOTES FOR | % VOTES FOR1 | VOTES AGAINST | TOTAL VOTES VALIDLY CAST | % OF ISSUED SHARE CAPITAL VOTED1,2,3 | VOTES WITHHELD2 |
| Resolution 23: Disapplication of pre-emption rights | 2,115,050,763 | 96.18 | 84,003,625 | 2,199,054,388 | 71.96% | 9,800,546 |
| Resolution 24: Authority to purchase own shares | 2,185,951,011 | 99.08 | 20,196,761 | 2,206,147,772 | 72.19% | 2,720,052 |
| Resolution 25: Notice of general meetings
| 2,117,432,105 | 95.89 | 90,862,360 | 2,208,294,465 | 72.26% | 562,586 |
Notes:
1. The percentages above are rounded to two decimal places.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution.
3. The number of ordinary shares in issue on the share register at 6.30pm on 2 May 2023 was 3,263,096,540 of which the Total Voting Rights figure was 3,055,843,482.
Copies of resolutions 20 - 25, being resolutions other than resolutions concerning ordinary business passed by the Company at the above AGM, are being submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of these resolutions can be obtained from the Company Secretary, BAE Systems plc, 6 Carlton Gardens, London SW1Y 5AD.
4 May 2023
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