Rolls-Royce Regulatory News (RR.)

29 February 2024

Rolls-Royce Holdings plc

Annual Report 2023, Annual General Meeting 2024 and General Meeting of C Shareholders

Rolls-Royce Holdings plc (the Company) announces that it has today published its Annual Report for the year ended 31 December 2023 (Annual Report 2023), its Notice of Annual General Meeting (AGM) and its Notice of General Meeting of C Shareholders (Class Meeting) on the Company's website, www.Rolls-Royce.com

The AGM will be held at 11.00am on Thursday, 23 May 2024. The General Meeting of the C Shareholders will be held on Thursday, 23 May 2024 at 12 noon or, if later, immediately after the conclusion of the AGM. The AGM and the Class Meeting will be held at the Rolls-Royce Learning and Development Centre, Wilmore Road, Derby, DE24 9BD.

In accordance with Listing Rule 9.6.1, copies of the following documents will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

- Annual Report 2023;

- Notice of Annual General Meeting 2024 and associated proxy form;

- Notice of General Meeting of C Shareholders and associated proxy form;

- Combined proxy form for the AGM and Class Meeting;

- Proposed plan rules for the Group Employee Share Purchase Plan;

- Proposed plan rules for the Long Term Incentive Plan; and

- Proposed new Articles of Association

The Notices of AGM and Class Meeting are expected to be posted to the Company's shareholders on 14 March 2024, together with the Annual Report 2023, to those shareholders who have elected to receive hard copy communications.

This information should be read in conjunction with the Company's preliminary results announcement. A condensed set of the Company's financial statements, information on important events that have occurred during the financial year and their impact on the financial statements, along with the related party transactions and the Company's principal risks were included in the preliminary results announcement released on 22 February 2024. That information, together with the information set out below in the appendix, which is extracted from the Annual Report 2023, is provided in accordance with the Disclosure and Transparency Rule (DTR) 6.3.5R, which requires it to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report 2023. Page and note references in the text below refer to page numbers and note numbers in the Annual Report 2023.

Enquiries:

Investor Relations:

Isabel Green +44 7880 160976

Media:

Richard Wray +44 7810 850055

Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69

Appendix

Statement of Directors' responsibilities in respect of the Financial Statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group Financial Statements in accordance with UK-adopted international accounting standards and the Company Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework and applicable law).

Under company law, Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· state whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

· make judgements and accounting estimates that are reasonable and prudent; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

Pamela Coles

Chief Governance Officer

22 February 2024