Rolls-Royce Regulatory News (RR.)

9 June 2021

Rolls-Royce Holdings plc

DIRECTORATE CHANGES

ROLLS-ROYCE ANNOUNCES ANITA FREW AS CHAIR DESIGNATE

AND APPOINTMENT OF MIKE MANLEY AS NON-EXECUTIVE DIRECTOR

Rolls-Royce Holdings plc (Company or Group) is pleased to announce that it has appointed Anita Frew as a Non-Executive Director and Chair Designate. Anita will join the Board with effect from 1 July 2021 and will succeed Sir Ian Davis as Chair on 1 October 2021. Sir Ian will retire from the Board on 30 September 2021, after nearly nine years as Chairman. On joining the Board, Anita will be appointed to the Nominations & Governance Committee and will succeed Sir Ian as Chair of that Committee on 1 October 2021. Rolls-Royce also today announces the appointment of Mike Manley as a Non-Executive Director.

Anita Frew is currently chair of Croda plc, the science, technology and chemicals group and a non-executive director of BHP Group, a global resources company. Until recently she was the deputy chairman and senior independent director of Lloyds Banking Group PLC and has also held chair and board roles in companies in industrial, engineering and utilities sectors.

Sir Kevin Smith, Senior Independent Director, said: "Anita is the unanimous and clear choice of the Nominations & Governance Committee and her proposed appointment has been warmly endorsed by the entire Board.

The Company conducted a comprehensive search and Anita emerged as the outstanding candidate. She brings a wealth of experience from two decades of Board appointments both in the UK and internationally and her skills, and reputation with investors and government institutions will be invaluable to the Group. I am delighted to welcome Anita to the Board and as Chair Designate.

On behalf of the Board I would like to thank Ian for his outstanding contribution as Chairman over almost nine years of service. His leadership, guidance and resilience has been integral to the Group's progress and ongoing transformation. He has brought the Board much closer to the employees and will be missed by people at all levels of the organisation. Ian has been an exceptional ambassador for Rolls-Royce."

Sir Ian Davis said: "Rolls-Royce is a pioneering company with tremendous potential and it has been a huge privilege and responsibility to be its Chairman. I am immensely grateful to my fellow Board members for their support and hard work during my tenure as Chairman. I wish Anita every success as she joins the Board at a very exciting time for Rolls-Royce as we deliver a more sustainable agenda."

Anita Frew commented: "It is an honour and privilege to join the Board of Rolls-Royce and to succeed Sir Ian as Chairman. I look forward to working with the Board, Warren East and the leadership team to support the next stage of the Group's development."

Warren East, CEO, said: "I would like to thank Ian for his steadfast leadership, guidance and unwavering support during a crucial period for the Group, both strategically and operationally. Ian has played a key role in contributing to Rolls-Royce's future and on behalf of the Executive Team and all our employees, I would like to wish him well for the future. I am delighted to welcome Anita to Rolls-Royce, with her extensive experience and leadership I look forward to working with her."

The Directors have determined that upon appointment Anita Frew will be independent.

Mike Manley will join the Board with effect from 1 July 2021 and, on appointment, he will become a member of the Nominations & Governance Committee and the Science & Technology Committee. He is currently head of Americas of Stellantis N.V. and a member of their executive team. He joined Fiat Chrysler Automobiles N.V. in 2011 and has held a number of senior executive positions, including chief operating officer for both the APAC region and NAFTA regions. He was chief executive officer of Fiat Chrysler Automobiles N.V. from July 2018 to January 2021, prior to its merger with Groupe PSA. Prior to joining Fiat, Mike held roles with Daimler/Chrysler, RAC, General Motors and Renault.

Sir Ian Davis said: "I am delighted to welcome Mike to our Board. He is highly international in both his experience and approach, having led businesses in Europe, Asia and the US. His experience of driving a digitally-focused transformation programme, alongside his insights into electrification and power management more generally will undoubtedly add value to the Board's discussions."

Mike Manley added: "I am delighted to be joining the Rolls-Royce Board. I am looking forward to being part of such an icon of global engineering at a time of significant change and opportunity."

Anita Frew is a UK national. In accordance with the Listing Rules, there are no additional matters that would require disclosure under 9.6.13R of the Listing Rules of the UK Financial Conduct Authority in respect of her appointment.

In accordance with the Listing Rules, in respect of Mike Manley, there are no additional matters that would require disclosure under 9.6.13R of the Listing Rules of the UK Financial Conduct Authority in respect of his appointment.

For further information, please contact:

Richard Wray

Director of External Communications & Brand, Rolls-Royce plc

Tel +44 (0) 7810 850055

Richard.Wray@Rolls-Royce.com

Isabel Green

Head of Investor Relations, Rolls-Royce plc

Tel +44 (0) 7880 160976

Isabel.Green@Rolls-Royce.com

www.Rolls-Royce.com

About Rolls-Royce Holdings plc

1. Rolls-Royce pioneers the power that matters to connect, power and protect society. We have pledged to achieve net zero greenhouse gas emissions in our operations by 2030 (excluding product testing) and joined the UN Race to Zero campaign in 2020, affirming our ambition to play a fundamental role in enabling the sectors in which we operate achieve net zero carbon by 2050.

2. Rolls-Royce has customers in more than 150 countries, comprising more than 400 airlines and leasing customers, 160 armed forces and navies, and more than 5,000 power and nuclear customers.

3. Annual underlying revenue was £11.76 billion in 2020 and we invested £1.25 billion on research and development. We also support a global network of 28 University Technology Centres, which position Rolls-Royce engineers at the forefront of scientific research.

4. Anita Frew will receive the following fees:

· annual fees on appointment as a Non-Executive Director, for the period 1 July to 30 September 2021, of £70,000;

· annual fees on appointment as Chair, from 1 October 2021, of £490,000; and

· benefits will be in line with the remuneration policy approved by shareholders at the Company's Annual General Meeting on 13 May 2021.

5. Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69.