Rolls-Royce Regulatory News (RR.)

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)

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

Rolls-Royce Holdings plc

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

X

An event changing the breakdown of voting rights

Other (please specify):

3. Details of person subject to the notification obligation

Name

The Capital Group Companies, Inc.

City and country of registered office (if applicable)

Los Angeles, USA

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

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached:

13/10/2020

6. Date on which issuer notified (DD/MM/YYYY):

14/10/2020

7. Total positions of person(s) subject to the notification obligation:

% of voting rights attached to shares

(total of 8.A)

% of voting rights through financial instruments

(total of 8.B.1 + 8.B.2)

Total of both in %

(8.A + 8.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

4.17%

4.53%

8.70%

1,930,995,313

Position of previous notification (if applicable)

3.54%

5.15%

8.70%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Voting rights attached to shares

Class/type of shares ISIN code (if possible)

Number of voting rights

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB00B63H8491 Common Stock

80,202,155

4.15%

US7757812067 Depository Receipt

356,800

0.02%

SUBTOTAL 8.A

80,558,955

4.17%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration date

Exercise/ Conversion Period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

N/A

SUBTOTAL 8.B.1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration date

Exercise/ Conversion Period

Physical or cash settlement

Number of voting rights

% of voting rights

Rights to recall lent shares of Common Stock

N/A

N/A

Physical settlement

87,343,818

4.53%

SUBTOTAL 8.B.2

87,343,818

4.53%

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

X

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Capital Research and Management Company

8.70%

Total

8.70%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information:

The Capital Group Companies, Inc. ("CGC") is the parent company of Capital Research and Management Company ("CRMC") and Capital Bank & Trust Company ("CB&T"). CRMC is a U.S.-based investment management company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of four investment management companies ("CGII management companies"): Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. CGII management companies and CB&T primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based investment management company that is a registered investment adviser and an affiliated federally chartered bank.

Neither CGC nor any of its affiliates own shares of the Issuer for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

Place of completion

Los Angeles

Date of completion

14/10/2020

Name of authorised officer of issuer responsible for making notification: Nicola Carroll FCG

Date of notification: 15 October 2020

LEI: 213800EC7997ZBLZJH69