Rolls-Royce Regulatory News (RR.)

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

Rolls-Royce Holdings plc

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

An acquisition or disposal of voting rights

X

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

An event changing the breakdown of voting rights

Other (please specify):

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

ValueAct Capital Management, LLC; ValueAct Capital Management, L.P.; ValueAct Holdings GP, LLC; ValueAct Holdings, L.P. (collectively "ValueAct Indirect Holders") ValueAct Capital Master Fund, L.P.

4. Full name of shareholder(s)

(if different from 3.):iv

ValueAct Capital Master Fund, L.P.

5. Date of the transaction and date on

which the threshold is crossed or reached: v

29 July 2015

6. Date on which issuer notified:

30 July 2015

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

5%

  8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of

shares

if possible using the ISIN CODE

Situation previous

to the triggering transaction

Resulting situation after the triggering transaction

Number

of

Shares

Number

of Voting Rights

Number

of shares

Number of voting

rights

% of voting rights x

Direct

xi

Direct

xii

Indirect

Direct

Indirect

ValueAct Indirect Holders Ordinary Shares

Less than 5%

Less than 5%

100,000,000

ValueAct Capital

Master Fund, L.P.

Ordinary Shares

Less than 5%

Less than 5%

100,000,000

100,000,000

5.44%

5.44%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial

instrument

Expiration date xiii

Exercise/

Conversion Period xiv

Number of voting

rights that may be acquired if the instrument is exercised/ converted.

% of voting

rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

xv, xvi

Resulting situation after the triggering transaction

Type of financial

instrument

Exercise

price

Expiration date xvii

Exercise/

Conversion period xviii

Number of voting rights

instrument refers to

% of voting rights xix,

xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

100,000,000

5.44%

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

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

13. Additional information:

14. Contact name:

Sonia M. Muscatine

15. Contact telephone number:

+001 415-362-3700