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

An event changing the breakdown of voting rights

X

Other (please specify):

3. Full name of person(s) subject to thenotification 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 onwhich the threshold is crossed orreached: v

31 January 2018

6. Date on which issuer notified:

01 February 2018

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

11%

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

ValueAct Indirect

Holders Ordinary

Shares

202,466,180

202,466,180

202,466,180

10.94%

ValueAct Capital

Master Fund, L.P.

Ordinary Shares

185,250,952

185,250,952

185,250,952

185,250,952

10.01%

ValueAct Co-Invest Master Fund, L.P.

Ordinary Shares

4,199,671

4,199,671

4,199,671

4,199,671

0.23%

ValueAct Capital International Fund A, L.P.

Ordinary Shares

13,015,557

13,015,557

13,015,557

13,015,557

0.7%

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

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

202,466,180

10.94%

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

185,250,952 ordinary shares are held by ValueAct Capital Master Fund, L.P. 4,199,671 ordinary shares are held by ValueAct Co-Invest Master Fund, L.P. 13,015,557 ordinary shares are held by ValueAct Capital International Fund A, L.P. VA Partners I, LLC is the general partner of ValueAct Capital Master Fund, L.P., ValueAct Co-Invest Master Fund, L.P., and ValueAct Capital International Fund A, L.P. ValueAct Capital Management, L.P. is the manager of ValueAct Capital Master Fund, L.P., ValueAct Co-Invest Master Fund, L.P., and ValueAct Capital International Fund A, L.P. ValueAct Capital Management, LLC is the general partner of ValueAct Capital Management, L.P. ValueAct Holdings, L.P. is the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and is the majority owner of the membership interests of VA Partners I, LLC. ValueAct Holdings GP, LLC is the General Partner of ValueAct Holdings, L.P.

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:

14. Contact name:

Sonia M. Muscatine

15. Contact telephone number:

+001 415-362-3700