Annual General Meeting (AGM)

It is proposed that, on 23 May 2011, Rolls-Royce Group plc will be replaced by Rolls-Royce Holdings plc as the holding company of the Rolls-Royce group of companies. This will be effected by a scheme of arrangement. Shareholders will receive one new ordinary share in Rolls-Royce Holdings plc in exchange for each existing ordinary share held in Rolls-Royce Group plc. New share certificates will be issued and existing certificates will become invalid. However, the number of shares held by each shareholder and the way in which payments to shareholders are made, will be unchanged. The market value of the shares should be unaffected. Full details of the Scheme can be found in the Scheme circular.

The Prospectus listed above for Rolls-Royce Holdings plc relates to the admission of the new holding company to the Official List of the Financial Services Authority. It has been prepared in accordance with the Prospectus Rules made under Part VI of the Financial Services and Markets Act 2000. The information in the Prospectus includes financial information and an operating and financial review in relation to the Group, a business overview of the Group and a section of additional information, including details of the remuneration and interests of the Directors, material contracts and capital resources of the Group and details of litigation concerning the Group, all of which will be relevant to Rolls-Royce Holdings plc as the new holding company of the Group.