Rolls-Royce Holdings PLC — AGM Information 2011

Mar 23, 2011

Rolls-Royce Group plc Annual General Meeting 2011 – Form of proxy

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Control Number: 910629

SRN:

PIN:

To lodge a proxy using the internet

Go to www.eproxyappointment.com

You will be asked to enter the Shareholder Reference Number (SRN), PIN and Control Number as printed above and agree to certain terms and conditions. You should read the notice of the AGM which, this year, is set out Powers of attorney in the Scheme circular before you complete this form. The Scheme If you are signing this form on behalf of someone else, the power of circular is either enclosed or can be found on the Group’s website attorney (or a notarially certified copy) authorising you to sign must be at www.rolls-royce.com. The notice sets out the full text of the deposited with this form. resolutions listed overleaf and provides explanatory notes on each Execution by corporations of them. If a corporation appoints a proxy, this form must be executed either under Notes seal or under the hand of an attorney or an authorised officer of the Appointing a proxy corporation or in another manner authorised by its constitution. As an ordinary shareholder of Rolls-Royce Group plc you have the right to Submitting this form by post attend, speak and vote at the meeting. If you are unable to attend but still To be valid, this form must be signed, dated and sent to the Company’s wish to vote, you may do so by using this form to appoint someone, known Registrar, Computershare Investor Services PLC (Registrar), The Pavilions, as a proxy, to act on your behalf. A proxy need not be a shareholder of the Bridgwater Road, Bristol BS99 6ZY, United Kingdom to be received not Company but must attend the AGM to represent you. If you wish to less than 48 hours before the time appointed for holding the meeting appoint a person other than the Chairman, please insert the name of your or adjourned meeting. You should initial any amendments you make to chosen proxy holder in the space provided. Please indicate how you wish this form. your proxy to vote by ticking the relevant boxes overleaf. Appointing a proxy will not prevent you from attending and voting at the meeting if you If the form is posted in the United Kingdom there is no postage to pay. You subsequently decide to do so. can use the reply paid envelope provided. If the form is posted outside the United Kingdom, you should return it in an envelope using the Registrar’s Joint holders address above. You will need to pay the postage. In the case of joint shareholders, any one holder may sign this form. If more than one holder signs, only the vote of the first named on the register will Submitting this form online be accepted. You can register the appointment of a proxy online by going to www.eproxyappointment.com. You will be asked to enter the Multiple proxies Control Number, your Shareholder Reference Number (SRN) and Personal To appoint more than one proxy, (an) additional form(s) may be obtained Identification Number (PIN) as printed above and agree to certain terms by contacting the Registrar’s helpline on +44 (0)870 703 0162 or you may and conditions. copy this form. Please indicate in the box next to the proxy holder’s name, the number of shares in relation to which they are authorised to act as your Submitting this form through the CREST system proxy. If left blank, your proxy will be deemed to be authorised in respect of CREST system users may appoint one or more proxies using the CREST your full voting entitlement. system. For further details, please refer to the notice of AGM or to the CREST

You will be asked to enter the Shareholder Reference Number (SRN), PIN and Control Number as printed above and agree to certain terms and conditions. Powers of attorney If you are signing this form on behalf of someone else, the power of attorney (or a notarially certified copy) authorising you to sign must be deposited with this form.

Execution by corporations If a corporation appoints a proxy, this form must be executed either under seal or under the hand of an attorney or an authorised officer of the corporation or in another manner authorised by its constitution.

If the form is posted in the United Kingdom there is no postage to pay. You can use the reply paid envelope provided. If the form is posted outside the United Kingdom, you should return it in an envelope using the Registrar’s address above. You will need to pay the postage.

CREST system users may appoint one or more proxies using the CREST system. For further details, please refer to the notice of AGM or to the CREST manual. Proxies must be received not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

Votes withheld

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of the proportion of votes for or against the resolution. If you fail to select any of the given options on a particular resolution, the proxy will vote or abstain as he/she thinks fit in respect of your shareholding.

Contact the Registrar

If you wish to change or terminate your proxy instructions or have any other questions, contact the Registrar’s helpline on +44 (0)870 703 0162 between 8.30am and 5.30pm Monday to Friday or you can write to them at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. If you have voted online you can amend your proxy instructions by resubmitting them electronically as described above.

This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instructions that do not comply with these conditions.

Rolls-Royce Group plc

Annual General Meeting 2011 – Form of proxy (continued)

I/We hereby appoint the Chairman of the Meeting as my/our proxy OR the following person:

Name of proxy

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Please leave this box blank if you have selected the Chairman – do not insert your own name. For the appointment of more than one proxy, see the ‘multiple proxies’ note overleaf.

Number of shares

*

• If left blank this proxy will be applied to your full voting entitlement

to attend and, on a poll, vote for me/us at the AGM of Rolls-Royce Group plc to be held at 11.00am on Friday May 6, 2011 and	at any adjournment of the	at any adjournment of the	at any adjournment of the	at any adjournment of the	at any adjournment of the	at any adjournment of the
meeting in the manner set out on this form. Unless otherwise instructed my/our proxy may vote or abstain as he/she sees ft on all the business of the
meeting and on any amendment proposed to any resolution or on any other business transacted at the meeting.
Ordinary resolutions For Against Withheld 1. To receive the Directors’ report and fnancial statements for the year ended December 31, 2010 2. To approve the Directors’ remuneration report for the year ended December 31, 2010 3. To re-elect Sir Simon Robertson2as a director of the Company 4. To re-elect John Rishton as a director of the Company 5. To re-elect Helen Alexander CBE1,2,4 as a director of the Company 6. To re-elect Peter Byrom2,4as a director of the Company 7. To re-elect Iain Conn2,3as a director of the Company 8. To re-elect Peter Gregson1,2as a director of the Company 9. To re-elect James Guyette5as a director of the Company 10. To re-elect John McAdam1,2as a director of the Company 11. To re-elect John Neill CBE2,3as a director of the Company Special resolutions Ordinary resolutions For 12. To re-elect Andrew Shilston5as a director of the Company 13. To re-elect Colin Smith5as a director of the Company 14. To re-elect Ian Strachan2,3,4as a director of the Company 15. To re-elect Mike Terrett5as a director of the Company 16. To reappoint the auditors 17. To authorise the directors to agree the auditors’ remuneration 18. To approve payment to shareholders 19. To authorise political donations and political expenditure 20. To approve the Rolls-Royce plc Share Purchase Plan 21. To approve the Rolls-Royce UK ShareSave Plan 22. To approve the Rolls-Royce International ShareSave Plan Special resolutions Specimen		Against Withheld
23. To adopt amended Articles of Association 26. To disapply pre-emption rights (s.561)
24. To authorise the directors to call general 27. To authorise the Company to purchase
meetings on not less than 14 clear days’ its own ordinary shares
notice
25. To authorise the directors to allot shares (s.551) 28. To implement the Scheme of Arrangement

Notes

1 Member of remuneration committee. 2 Member of nominations committee. 3 Member of audit committee. 4 Member of ethics committee. 5 Member of risk committee.

Signature (Please sign in the box above).

In the case of joint holdings, any one joint holder may sign. If you are voting as a corporate representative please sign the box above.

Date

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SRN:

Rolls-Royce Group plc

Annual General Meeting 2011 – Poll card

It is not necessary to complete this poll card if you have already submitted your proxy vote (whether by post, online or through CREST) unless you wish to change the way you voted.

THIS POLL CARD IS FOR USE ONLY AT THE AGM

• Ordinary resolutions For Against Withheld Ordinary resolutions For Against Withheld 1. To receive the Directors’ report and financial 12. To re-elect Andrew Shilston[5] as a director statements for the year ended December 31, 2010 of the Company

• 1. To approve the Directors’ remuneration 13. To re-elect Colin Smith[5] as a director report for the year ended December 31, 2010 of the Company
• 1. To re-elect Sir Simon Robertson[2] as a 14. To re-elect Ian Strachan[2,3,4] as a director director of the Company of the Company
• 1. To re-elect John Rishton as a 15. To re-elect Mike Terrett[5] as a director director of the Company of the Company
• 1. To re-elect Helen Alexander CBE[1,2,4] 16. To reappoint the auditors as a director of the Company
• 1. To re-elect Peter Byrom[[2,4]] as a director 17. To authorise the directors to agree of the Company the auditors’ remuneration
• 1. To re-elect Iain Conn[[2,3]] as a director 18. To approve payment to shareholders of the Company
• 1. To re-elect Peter Gregson[[1,2]] as a director 19. To authorise political donations of the Company and political expenditure
• 1. To re-elect James Guyette[5] 20. To approve the Rolls-Royce plc Share as a director of the Company Purchase Plan
• 1. To re-elect John McAdam[1,2] 21. To approve the Rolls-Royce UK as a director of the Company ShareSave Plan
• 1. To re-elect John Neill CBE[2,3] as a director 22. To approve the Rolls-Royce of the Company International ShareSave Plan

• Special resolutions Special resolutions 23. To adopt amended Articles of Association 26. To disapply pre-emption rights (s.561) 24. To authorise the directors to call general 27. To authorise the Company to purchase meetings on not less than 14 clear days’ notice its own ordinary shares

• 1. To authorise the directors to allot shares (s.551) 28. To implement the Scheme of Arrangement Notes 1 Member of remuneration committee. 2 Member of nominations committee. 3 Member of audit committee. 4 Member of ethics committee. 5 Member of risk committee. Please refer to the Notice of AGM in the Scheme circular for the full text of the resolutions. Signature (Please sign in the box above). Date In the case of joint holdings, any one joint holder may sign. If you are voting as a corporate representative please sign the box above.

• To re-elect Peter Byrom[[2,4]] as a director of the Company

• To re-elect Iain Conn[[2,3]] as a director of the Company

• To re-elect Peter Gregson[[1,2]] as a director of the Company

Special resolutions

1. To adopt amended Articles of Association 26. To disapply pre-emption rights (s.561)

2. To authorise the directors to call general meetings on not less than 14 clear days’ notice 25. To authorise the directors to allot shares (s.551)

Rolls-Royce Group plc

Court Meeting May 6, 2011 – Poll card

THIS POLL CARD IS FOR USE ONLY AT THE COURT MEETING

FOR the Scheme of Arrangement

Signature (Please sign in the box above to vote for)

AGAINST the Scheme of Arrangement

SRN:

Signature (Please sign in the box above to vote against)

Date

Rolls-Royce Group plc

Annual General Meeting and Court Meeting May 6, 2011 – Admission card

The Annual General Meeting (AGM) will be held at 11.00am on Friday May 6, 2011 at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE. This will be followed at 11.30am (or as soon thereafter as the AGM shall have concluded) by a meeting convened by the High Court of Justice of England and Wales (Court Meeting).

If you wish to attend these meetings, please bring this card with you. You will be asked to produce it to show that you have the right to attend and speak at the meeting, and participate in the poll. When you arrive, please present this card at one of the shareholder registration desks where it will be verified. In the case of a Corporation, a letter of representation must be lodged on registration in accordance with section 323 of the Companies Act 2006.

The Queen Elizabeth II Conference Centre offers access for disabled shareholders and a loop system for the hearing impaired. If you have any special requirements please contact one of the Rolls-Royce staff on your arrival.

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The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE
Entry: If you wish to attend the AGM, please bring this Admission card with you. Admission is from 10.00am.
Refreshments: Light refreshments will be served before and after the meeting.
Underground: Exit at Westminster on Jubilee, Circle and District Lines (5 minutes walk)
Exit at St James’s Park on Circle and District Lines (5 minutes walk)
Exit at Victoria on Victoria, Circle and District Lines (10 minutes walk)
By bus: Bus routes 24, 11 and 211 all stop nearby.
Security: For your safety and security there may be checks and bag searches of those attending the AGM. Cameras, mobile telephones and
recording devices cannot be taken into the meeting but may be left with Security at the entrance.
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Rolls-Royce Group plc

Court Meeting May 6, 2011 – Poll card

For use by members of Rolls-Royce Group plc for the meeting of shareholders of Rolls-Royce Group plc convened by order of the Court pursuant to section 896 of the Companies Act 2006 (Court Meeting) to be held at Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday May 6, 2011.

Please bring this card with you to the Court Meeting of Rolls-Royce Group plc. This card shows that you have the right to attend and speak at the Court Meeting and participate in the poll.

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT CASE NO 1723 OF 2011

Court Meeting May 6, 2011 – Form of proxy

Rolls-Royce Group plc

Control Number: 910631

SRN:

PIN:

To lodge a proxy using the internet Go to www.eproxyappointment.com You will be asked to enter the Shareholder Reference Number (SRN), PIN and Control Number as printed above and agree to certain terms and conditions. You should read the Scheme circular before you complete this form. Execution by corporations The Scheme circular is either enclosed or can be downloaded from If a corporation appoints a proxy, this form must be executed either the Group’s website at www.rolls-royce.com. A shareholder guide under seal or under the hand of an attorney or an authorised officer which provides brief details of the Scheme is also enclosed. of the corporation or in another manner authorised by its constitution. Notes Submitting this form by post Appointing a proxy To be valid, this form must be signed, dated and sent to the Company’s As an ordinary shareholder of Rolls-Royce Group plc, you have the right to Registrar, Computershare Investor Services PLC (Registrar), The Pavilions, attend, speak and vote at the Court Meeting. If you are unable to attend Bridgwater Road, Bristol BS99 6ZY, United Kingdom to be received not but still wish to vote, you may do so by using this form to appoint less than 48 hours before the time appointed for holding the meeting someone, known as a proxy, to act on your behalf. A proxy need not be a or adjourned meeting. You should initial any amendments you make to shareholder of the Company but must attend the meeting to represent this form. you. If you wish to appoint a person other than the Chairman, please insert If the form is posted in the United Kingdom there is no postage to pay. You the name of your chosen proxy holder in the space provided. Please can use the reply paid envelope provided. If the form is posted outside the indicate how you wish your proxy to vote by signing either in the ‘For’ or United Kingdom, you should return it in an envelope using the Registrar’s in the ‘Against’ box overleaf. Appointing a proxy will not prevent you from address above. You will need to pay the postage. attending and voting at the meeting if you subsequently decide to do so. Submitting this form online Joint holders You can register the appointment of a proxy online by going to In the case of joint shareholders, any one holder may sign this form. If more www.eproxyappointment.com. You will be asked to enter the Control than one holder signs, only the vote of the first named on the register will Number, your Shareholder Reference Number (SRN) and Personal be accepted. Identification Number (PIN) as printed above and agree to certain Multiple proxies terms and conditions. To appoint more than one proxy, (an) additional form(s) may be obtained Submitting this form through the CREST system by contacting the Registrar’s helpline on +44 (0)870 703 0162 or you may CREST system users may appoint one or more proxies using the CREST copy this form. Please indicate in the box next to the proxy holder’s name, system. For further details, please refer to the CREST manual. Proxies must the number of shares in relation to which they are authorised to act as your be received not less than 48 hours before the time appointed for holding proxy. If left blank, your proxy will be deemed to be authorised in respect of the meeting or adjourned meeting. your full voting entitlement.

Powers of attorney

If you are signing this form on behalf of someone else, the power of attorney (or a notarially certified copy) authorising you to sign must be deposited with this form.

Contact the Registrar

If you wish to change or terminate your proxy instructions or have any other questions, contact the Registrar’s helpline on +44 (0)870 703 0162 between 8.30am and 5.30pm Monday to Friday or you can write to them at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. If you have voted online you can amend your proxy instructions by resubmitting them electronically as described above.

This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instructions that do not comply with these conditions.

Rolls-Royce Group plc

Court Meeting May 6, 2011 – Form of proxy (continued)

I/We hereby appoint the Chairman of the Court Meeting as my/our proxy OR the following person:

Name of proxy Number of shares

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*

Please leave this box blank if you have selected the Chairman – do not insert your own name. * If left blank this proxy will be applied to your full voting entitlement For the appointment of more than one proxy, see the ‘multiple proxies’ note overleaf.

to attend and act for me/us at the Court Meeting of Rolls-Royce Group plc to be held at 11.30am (or as soon thereafter as the AGM shall have concluded) on Friday May 6, 2011 for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement referred to in the notice convening the Court Meeting, and at such meeting (or at any adjournment thereof) vote for me/us and in my/our name(s) for the Scheme of Arrangement (either with or without modification as my/our proxy may approve) or against the Scheme of Arrangement as indicated in this form. (The proxy need not be a member of the Company) FOR If you wish to vote in favour of the Scheme of Arrangement, please sign in the box marked ‘FOR the Scheme of Arrangement’. FOR the Scheme of Arrangement Signature (Please sign in the box above to vote for) AGAINST If you wish to vote against the Scheme of Arrangement, please sign in the box marked ‘AGAINST the Scheme of Arrangement’. AGAINST the Scheme of Arrangement Signature (Please sign in the box above to vote against) Date

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