Rolls-Royce Regulatory News (RR.)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Rolls-Royce Holdings PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

¨

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

¨

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

S

An event changing the breakdown of voting rights

¨

Other (please specify):

¨

3. Full name of person(s) subject to thenotification obligation: iii

BlackRock, Inc.

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

19 November, 2015

6. Date on which issuer notified:

23 November, 2015

7. Threshold(s) that is/are crossed orreached: vi, vii

Total holding has gone above 5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB00B63H8491

Below 5%

Below 5%

N/A

N/A

91,103,132

N/A

4.95%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

CFD

971,870

Nominal

Delta

0.05%

0.05%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

92,075,002

5.00%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

BlackRock Regulatory Threshold Reporting Team

14. Contact name:

Tim Dudley

15. Contact telephone number:

020 7743 1540