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 (pleasespecify):

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

Harbor International Fund

(a series of Harbor Funds, a Delaware Statutory Trust)

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

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

Trade Date: January 30, 2017 Settlement Date: February 2, 2017

6. Date on which issuer notified:

February 2, 2017

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

4% of total voting rights of the issuer

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 voting rights

x

Direct

Direct xi

Indirect

xii

Direct

Indirect

Common Stock GB00B63H8491

73,957,463

73,957,463

73,229,357

73,229,357

N/A

3.982%

N/A

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

N/A

N/A

N/A

N/A

N/A

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

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A

Number of voting rights

Percentage of voting rights

73,229,357

3.982%

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

N/A

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

Completed in Chicago, Illinois, USA

on February 2, 2017

14. Contact name:

Jodie L. Crotteau Assistant Secretary

15. Contact telephone number:

1-312-443-4428