RNS Number : 2631M

BAE SYSTEMS PLC

26 April 2018

TR-1: Notification of major holdings

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:

BAE Systems plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

The Capital Group Companies, Inc. ("CGC")

City and country of registered office (if applicable)

Los Angeles, CA 90071, USA

4. Full name of shareholder(s) (if different from 3.)v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reachedvi:

08/03/2018 (See also box 11 Additional information)

6. Date on which issuer notified (DD/MM/YYYY):

25/04/2018

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

11.873%

0.000%

11.873%

3,186,806,465

Position of previous notification (if applicable)

10.105% (See also box 11 Additional information)

0.000%

10.105% (See also box 11 Additional information)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of shares ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Ordinary Shares (GB0002634946)

371,372,446

11.653%

ADR (US05523R1077)

7,012,400

0.220%

SUBTOTAL 8. A

378,384,846

11.873%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration datex

Exercise/ Conversion Periodxi

Number of voting rights that may be acquired if the instrument is exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration datex

Exercise/ Conversion Period xi

Physical or cash settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)				X
Namexv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
The Capital Group Companies, Inc. Holdings by CG Management companies are set out below:	11.873%	0.000%	11.873%
• Capital Research and Management Company2	11.857%	0.000%	11.857%
• Capital Guardian Trust Company1
• Capital International Limited1
• Capital International Sàrl1
1Indirect subsidiaries of Capital Research and Management Company. 2Subsidiary of The Capital Group Companies, Inc.
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional informationxvi
Please note that 19/05/2017 the following thresholds have been crossed by CGC, all relating to indirect holdings of voting rights attaching to shares: -     On 19/05/2017 CGC crossed above a threshold of 10% with a resulting holding of 321,722,381 shares representing 10.105% of total voting rights. A TR-1 notification was submitted on behalf of CGC on 22/05/2017. -     On 13/07/2017 CGC crossed above a threshold of 11% with a resulting holding of 351,523,883 shares representing 11.039% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time. -     On 10/08/2017 CGC crossed below a threshold of 11% with a resulting holding of 346,727,074 shares representing 10.887% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time. -     On 18/09/2017 CGC crossed above a threshold of 11% with a resulting holding of 355,132,679 shares representing 11.150% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time. -     On 06/02/2018 CGC crossed above a threshold of 12% with a resulting holding of 383,759,807shares representing 12.043% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time. -     On 08/03/2018 CGC crossed below a threshold of 12% with a resulting holding of 378,384,846 shares representing 11.873% of total voting rights. The present TR-1 notification is being submitted on behalf of CGC in relation to this crossing. CGC is the parent company of Capital Research and Management Company ("CRMC").  CRMC is a U.S.-based investment management company that manages the American Funds family of mutual funds.  CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors.  CRMC in turn is the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of five investment management companies ("CGII management companies"): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K.  The CGII management companies primarily serve as investment managers to institutional clients. Neither CGC nor any of its affiliates own shares of BAE Systems plc for its own account.  Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

Place of completion	Los Angeles, CA, USA
Date of completion	25/04/2018

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