Rolls-Royce Holdings PLC — AGM Information 2025

May 2, 2025

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author: "Sharpe, Carolyn"
date: 2025-05-02 16:09:00+00:00
processor: python-docx+mammoth
status: success

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Company No. 7524813

ROLLS-ROYCE HOLDINGS PLC

COMPANY LIMITED BY SHARES

At the Annual General Meeting of Rolls-Royce Holdings plc (the Company), duly convened and held on Thursday 1 May 2025, at the Rolls-Royce Learning and Development Centre, Wilmore Road, Derby, DE24 9BD, the following resolutions (being resolutions passed other than resolutions concerning ordinary business) were duly passed as resolutions of the Company:

ORDINARY RESOLUTIONS

Resolution 20: Authority to Allot Ordinary Shares

That the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company:

1. up to a nominal amount of £566,993,133 equal to the first section 551 amount as defined in Article 12 of the Articles of Association (Articles); and
2. comprising equity shares up to a nominal amount of £1,133,986,265 equal to the second section 551 amount as defined in Article 12 of the Articles.

The prescribed period as defined in Article 12 of the Articles for which the authorities conferred by this resolution are given shall be a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the Company’s AGM in 2026 or 30 June 2026, whichever is sooner.

Resolution 21: Capitalisation of Merger Reserve

That:

1. £6,962,405,723.98[1] of the amount standing to the credit of the merger reserve of the Company be capitalised and applied in paying up in full at par one new deferred share having a nominal value of £6,962,405,723.98 (the Capital Reduction Share);
2. the Directors be generally authorised and empowered pursuant to s551 of the Companies Act 2006 and Article 185(d) of the Articles to allot the Capital Reduction Share to Reserves 2024 Ltd (or such other person or persons as the Directors may elect, with such person's or persons' agreement) upon the terms that it is paid up in full by such capitalisation and this authority shall expire at the end of the Company's AGM in 2026 or 30 June 2026, whichever is sooner; and
3. the Capital Reduction Share shall have the following rights and restrictions:
4. the holder of the Capital Reduction Share shall have no right to receive any dividends or other distributions whether of capital or income;
5. the holder of the Capital Reduction Share shall have no right to receive notice of or to attend, speak or vote at any general meeting of the Company;
6. the holder of the Capital Reduction Share shall, on a return of capital on a liquidation, but not otherwise, be entitled to receive the sum of, in aggregate, £0.01, but only after the holder of each ordinary share or other class of share in the Company has received the amount paid up or credited as paid up on such a share, and its holder shall not be entitled to any further participation in the assets or profits of the Company; and
7. it shall not be transferable save that the Company shall have irrevocable authority from its holder to at any time do all or any of the following without the prior approval of such holder:
8. 1. to appoint any person to execute on behalf of its holder a transfer and/or an agreement to transfer it to any person the Company determines without making any payment to its holder;
   2. in accordance with the provisions of the Act, to reduce its capital by cancelling the Capital Reduction Share without making any payment to its holder;
   3. pending such a transfer and/or cancellation to retain the certificates, if any, in respect of the Capital Reduction Share; and
   4. a reduction by the Company of the capital paid up or credited as paid up on the Capital Reduction Share, the cancellation of the Capital Reduction Share, and/or the creation or issue of further shares in the capital of the Company ranking in priority for payment of a dividend or in respect of capital or which confer on the holders voting rights more favourable than those conferred by the Capital Reduction Share will be deemed as being in accordance with the rights attaching to the Capital Reduction Share and will not involve a variation of such rights for any purpose.

SPECIAL RESOLUTIONS

Resolution 22: Disapplication of Pre-Emption Rights

That the Directors be and are hereby generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority provided by resolution 20 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to:

a) a pre-emptive offer (as described in Article 10(a) of the Articles); and

1. otherwise than in connection with a pre-emptive offer, up to a nominal amount of £85,048,970 being the section 561 amount in the Articles;

such authority to expire at the end of the Company’s AGM in 2026 or 30 June 2026, whichever is sooner.

Resolution 23: Authority to Purchase Own Shares

That the Company be and is generally and unconditionally authorised, for the purposes of section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares provided that:

1. the maximum number of ordinary shares to be purchased is 850,489,698;
2. the minimum price which may be paid for an ordinary share is 20 pence (being the nominal value of an ordinary share) and the maximum price which may be paid for each ordinary share is the higher of:
3. an amount equal to 105% of the average of the middle market prices for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and
4. an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Trading System (in both cases exclusive of expenses);

and this authority shall expire at the end of the Company’s AGM in 2026 or 30 June 2026, whichever is sooner, and a contract to purchase shares under this authority may be made prior to the expiry of this authority and concluded, in whole or in part, after the expiry of this authority.

Resolution 24: Cancellation of the Capital Reduction Share and Reduction of Capital

That:

1. subject to the issuance of the Capital Reduction Share and confirmation of the High Court of Justice of England and Wales (the Court), the Capital Reduction Share created, allotted and issued pursuant to resolution 21 shall be cancelled;
2. subject to the confirmation of the Court, the amounts standing to the credit of the Company’s share premium account and capital redemption reserve be cancelled; and

3. the amounts of such reductions be and are hereby credited to the retained earnings reserve of the Company.

4. As at 31 December 2024 ↑