Shareholder Services

2015 Annual Meeting of Shareholders

Date/Time

Monday, April 27, 2015, 9:00 a.m., Central Daylight Time.

NEW Meeting Admission Policy

If you plan to attend the meeting in person, you must be a holder of Boeing shares as of the record date of February 26, 2015, and obtain an admission ticket by registering no later than April 20, 2015. Tickets are available to registered and beneficial owners and to one guest accompanying each registered and beneficial owner. To register, please access Shareholder Meeting Registration at www.proxyvote.com or call 1-866-232-3037 and follow the directions provided. You will need your 16-digit voting control number, which can be found on your proxy card, email, notice of internet availability of proxy materials or voting instruction form. You must bring your admission ticket to the annual meeting to gain access. Please note that seating is limited. Requests for tickets will be processed in the order in which they are received and must be made no later than April 20, 2015. In order to be admitted to the annual meeting, you and your guest will be required to present a valid, government-issued photo identification, such as a driver’s license or passport, with your admission ticket and to enter through a security checkpoint. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.

Place

The Field Museum, The James Simpson Theatre, 1400 South Lake Shore Drive, Chicago, Illinois 60605-2496. Please use the West entrance to the museum. Directions are included on the last full page of our proxy statement and are also available by telephone at 312-922-9410 or on The Field Museum's website at www.fieldmuseum.org.

Agenda

1.  Elect the 10 directors named in the proxy statement;

2.  Approve, on an advisory basis, named executive officer compensation;

3.  Ratify the appointment of our independent auditor for 2015; and

4.  Transact such other business, including certain shareholder proposals, as may properly come before the meeting and any postponement or adjournment thereof.

Record Date

Holders of our common stock at the close of business on February 26, 2015 are entitled to vote at the annual meeting and any postponement or adjournment thereof.

Voting by Proxy

Your vote is important. Please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly whether or not you plan to attend the annual meeting.

Click below to vote your shares now:

vote

Beneficial Shareholders. If you own shares through a broker, bank or other holder of record, you must instruct the holder of record how to vote your shares. In order to provide voting instructions to the holder of record of your shares, please refer to the materials forwarded by your broker, bank or other holder of record. Many brokers provide the option of voting by internet at www.proxyvote.com or by calling 1-800-454-8683. You will need your 16-digit control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 26, 2015. In order to vote in person at the meeting, beneficial shareholders must also bring legal proxies, which they can obtain only from their broker or bank. Please contact your broker or bank directly for specific information on how to obtain a legal proxy.

Registered Shareholders. If you own shares that are registered in your name, you may vote by proxy before the annual meeting by internet at www.proxyvote.com, by calling l-800-690-6903 or by signing and returning your proxy card. To vote by internet or telephone, you will need your 16-digit voting control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 26, 2015.

The Boeing Company Voluntary Investment Plan Participants. If you have an interest in Boeing stock through participation in VIP, you do not have actual ownership of the shares held in the VIP (the “Plan Shares”). The Plan Shares are registered in the name of the trustee. As a VIP participant, you have been allocated interests in the plan shares and may instruct the trustee how to vote those interests by submitting a proxy by internet at www.proxyvote.com, or by calling 1-800- 690-6903 or by signing and returning your proxy card. To vote by internet or telephone, you will need your 16-digit voting control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. However, you may not vote Plan Shares in person at the annual meeting. The number of shares of Boeing stock shown on your proxy card includes all shares registered in your name and all Plan Shares in which you have an interest. In order to allow sufficient time for the trustee to tabulate the vote of the Plan Shares, your proxy instructions must be received no later than 10:59 p.m., Central Daylight Time, on Wednesday, April 22, 2015.

Electronic Delivery of Future Meeting Materials

Beneficial Shareholders. Many brokers and banks offer electronic delivery of proxy materials to their clients. For additional information, please contact your broker or bank.

Registered Shareholders. To save resources and reduce Boeing’s printing and mailing costs, you can elect to receive future proxy materials and other shareholder communications electronically at www.computershare.com/investor.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 27, 2015: The Notice of 2015 Annual Meeting and Proxy Statement and the 2014 Annual Report are available at: www.proxyvote.com.