Rolls-Royce Regulatory News (RR.)

For filings with the FCA include the annex For filings with issuer exclude the annex

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 (pleasespecify):

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.; ValueAct Co-Invest Master Fund, L.P.; ValueAct Capital International Fund A, L.P.

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

ValueAct Capital Master Fund, L.P.ValueAct Co-Invest Master Fund, L.P.ValueAct Capital International Fund A, L.P.

5. Date of the transaction and date on which the threshold is crossed or reached: v

20 January 2017

6. Date on which issuer notified:

27 January 2017

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

11%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of shares

if possible using the ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

Numberof

Shares

NumberofVotingRights

Numberof shares

Number of votingrights

% of votingrights x

Direct

Direct xi

Indirect xii

Direct

Indirect

ValueAct Indirect Holders Ordinary Shares

201,085,895

201,085,895

202,466,180

11.01%

ValueAct Capital Master Fund, L.P. Ordinary Shares

183,988,028

183,988,028

185,250,952

185,250,952

10.08%

ValueAct Co-Invest Master Fund, L.P. Ordinary Shares

4,171,041

4,171,041

4,199,671

4,199,671

0.23%

ValueAct Capital International Fund A, L.P. Ordinary Shares

12,926,826

12,926,826

13,015,557

13,015,557

0.71%

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 votingrights

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

 202,466,180

 11.01%

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 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