Rule 8.1- BAE Systems ord

BAE SYSTEMS PLC 31 March 2006 FORM 8.1 DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers) 1. KEY INFORMATION Name of person dealing (Note 1) Hill Samuel ESOP Trustees Limited, the Trustee of the BAE Systems Share Incentive Plan (an all-employee share scheme) Company dealt in BAE Systems plc Class of relevant security to which the Ordinary shares of 2.5p each dealings being disclosed relate (Note 2) Date of dealing 31 March 2006 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3) Long Short Number (%) Number (%) (1) Relevant securities N/A N/A (2) Derivatives (other than options) N/A N/A (3) Options and agreements to purchase/sell N/A N/A Total N/A N/A (b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3) Class of relevant security: Long Short Number (%) Number (%) (1) Relevant securities N/A N/A (2) Derivatives (other than options) N/A N/A (3) Options and agreements to purchase/sell N/A N/A Total N/A N/A (c) Rights to subscribe (Note 3) Class of relevant security: Details N/A N/A 3. DEALINGS (Note 4) (a) Purchases and sales Purchase/sale Number of securities Price per unit (Note 5) Purchase of shares in respect of the 83,915 425.57 pence per share grant of awards under the BAE Systems Share Incentive Plan, an all-employee share scheme (b) Derivatives transactions (other than options) Product name, Long/short (Note 6) Number of securities (Note 7) Price per unit (Note 5) e.g. CFD N/A (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money purchasing, to which the option American, e.g. call option varying etc. relates (Note 7) price European etc. date paid/received per unit (Note 5) N/A (ii) Exercising Product name, e.g. call option Number of securities Exercise price per unit (Note 5) N/A (d) Other dealings (including new securities) (Note 4) Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5) N/A 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None Is a Supplemental Form 8 attached? (Note 9) NO Date of disclosure 31 March 2006 Contact name Ann-Louise Holding, Assistant Company Secretary, BAE Systems plc Telephone number 01252 383185 Name of offeree/offeror with which associated BAE Systems plc Specify category and nature of associate status (Note 10) Employee Share Ownership Trust for BAE Systems employees Notes The Notes on Form 8.1 can be viewed on the Takeover Panel's website at www.thetakeoverpanel.org.uk This information is provided by RNS The company news service from the London Stock Exchange

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