Rolls-Royce Regulatory News (RR.)

16 December 2025

Rolls-Royce Holdings plc

INTERIM SHARE BUYBACK PROGRAMME

Rolls-Royce Holdings plc (Rolls-Royce or the Company) (LSE: RR., ADR: RYCEY) announces that, following the completion in November 2025 of its £1 billion share buyback programme for 2025, it will commence an interim irrevocable, non-discretionary programme to repurchase ordinary shares up to the value of £200 million (the Programme). The Programme will be undertaken ahead of the expected communication of the Company's 2025 full year results on 26 February 2026 (the FY25 Results). The total quantum of share buybacks for 2026 remains subject to Board review and approval and is expected to be announced alongside the FY25 Results.

The Programme will run from 2 January 2026 and is expected to complete no later than 24 February 2026. The Company has entered into a non-discretionary agreement (the Agreement) with UBS AG London Branch (UBS) to undertake the Programme on its behalf by making market purchases, as riskless principal, of the Company's ordinary shares of 20 pence each (the Shares) on the London Stock Exchange or another recognised investment exchange. UBS will make trading decisions under the Programme independently of the Company, subject to certain parameters agreed between UBS and the Company prior to the commencement of the Programme and to the Company's right to terminate the Agreement in certain limited circumstances.

Shares acquired by UBS under the Agreement will be sold on to the Company and will be cancelled. The purpose of the Programme is therefore to reduce the Company's share capital. The maximum number of Shares that may be acquired under the Programme, as authorised by shareholders at the Company's 2025 Annual General Meeting on 1 May 2025, is 850,489,698.

Any purchase of Shares under the Programme will be executed in accordance with the Company's general authority to repurchase Shares granted at its 2025 Annual General Meeting, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and Chapter 9 of the Financial Conduct Authority's UK Listing Rules.

Repurchases of Shares under the Programme will be announced no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred (or otherwise as required under the UK Listing Rules).

For further information, please contact:

Investors:

Jeremy Bragg

Head of Investor Relations, Rolls-Royce plc

Tel +44 (0) 7795 840875

Jeremy.Bragg@Rolls-Royce.com

Media:

Richard Wray

EVP - External Communications & Brand, Rolls-Royce plc

Tel +44 (0) 7810 850055

Richard.Wray@Rolls-Royce.com

About Rolls-Royce Holdings plc

1. Rolls-Royce is a force for progress; powering, protecting and connecting people everywhere. Our products and service packages help our customers meet the growing need for power across multiple industries; enable governments to equip their armed forces with the power required to protect their citizens; and connect people, societies, cultures and economies together.

2. Rolls-Royce has a local presence in 48 countries and customers in over a hundred more, including airlines and aircraft leasing companies, armed forces and navies, and marine and industrial customers.

3. Through our multi-year transformation programme, we are building a high-performing, competitive, resilient and growing Rolls-Royce. We are building the financial capacity and agility to allow us to successfully develop and deliver the products that will support our customers through the energy transition.

4. Annual underlying revenue was £17.8 billion in 2024, and underlying operating profit was £2.46 billion.

5. Rolls-Royce Holdings plc is a publicly traded company (LSE: RR., ADR: RYCEY, LEI: 213800EC7997ZBLZJH69).