Form 8 (OPD) (BAE Systems plc)

Share	as at 25	Exercise		Date from	Expiry date
PSP	38,463	nil	07.05.08	26.03.13	26.03.15
PSP	65,219	nil	08.09.08	08.09.12	08.09.15
PSP	92,823	nil	24.03.09	24.03.13	24.03.16
PSP	289,351	nil	23.03.10	23.03.13	23.03.17
PSP	289,352	nil	23.03.10	23.03.13	23.03.17
PSP	346,707	nil	18.05.11	18.05.14	18.05.18
PSP	346,707	nil	18.05.11	18.05.14	18.05.18
PSP	199,968	nil	29.03.12	29.03.15	29.03.19
PSP	199,969	nil	29.03.12	29.03.15	29.03.19
	1,868,559
ExSOP	318,314	1.72	30.09.03	30.09.06	30.09.13
ExSOP	272,388	2.01	30.03.04	30.03.07	30.03.14
ExSOP	221,903	2.64	24.03.05	24.03.08	24.03.15
ExSOP	145,443	4.28	12.04.06	12.04.09	12.04.16
ExSOP	173,960	4.57	30.03.07	30.03.10	30.03.17
ExSOP	959,850	3.01	29.03.12	29.03.15	29.03.22
	2,091,858
	as at 25	Price
	September	on award	Date of	Date of
LTIPs	2012	or vesting	award	vesting
SMP	431,701	nil	23.03.10	23.03.13
SMP	425,877	nil	18.05.11	18.05.14
SMP	479,048	nil	29.03.12	29.03.15
	1,336,626

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(a) Identity of the party to the offer making the disclosure:	BAE Systems plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer	BAE Systems plc
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	12 September 2012
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Yes - disclosing today for positions in EADS N.V.

Class of relevant security:	BAE Systems plc ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	-	0	-
(2) Derivatives (other than options):	0	-	0	-
(3) Options and agreements to purchase/sell:	0	-	0	-
TOTAL:	0	-	0	-

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

Name	Number of BAE Systems plc Shares	Percentage of issued ordinary share capital of BAE Systems plc (per cent.)
Dick Olver	53,343	0.00
Ian King	1,351,570	0.04
Linda Hudson	405,020	0.01
Peter Lynas	279,399	0.00
Paul Anderson	60,000	0.00
Peter Mason	25,283	0.00
Paula Rosput Reynolds	1,200*	0.00
Nick Rose	55,000	0.00
Carl Symon	20,000	0.00

	Interests		Short positions
Name	Number of BAE Systems plc Shares	Percentage of issued ordinary share capital of BAE Systems plc (per cent.)	Number of BAE Systems plc Shares	Percentage of issued ordinary share capital of BAE Systems plc (per cent.)
UBS AG	985,733	0.03	-	-
UBS AG	164,452*	0.00	-	-

Date of disclosure:

Contact name:

Telephone number:

Companies

UK 100

Latest directors dealings

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	26 September 2012
Contact name:	David Parkes, Company Secretary
Telephone number:	+44 (0)1252 383857