Rolls-Royce Regulatory News (RR.)

7 December 2017

ROLLS-ROYCE HOLDINGS PLC

OBTAINS FINAL APPROVAL FOR ACQUISITION OF ITP

Rolls-Royce has obtained the approval of all the relevant authorities for the acquisition of the outstanding 53.1% shareholding in Industria de Turbo Propulsores SA ("ITP") owned by SENER Grupo de Ingeniería SA ("SENER"). Approval from the authorities in Spain paves the way for Rolls-Royce to conclude the acquisition, which was originally announced on 11 July 2016.

On 28 November 2016, Rolls-Royce confirmed the valuation of EUR 720m for the 53.1% shareholding, following due diligence. Consideration will be settled over a two-year period following completion in eight evenly spaced instalments of equal value. The agreement with SENER allows flexibility to settle each tranche of the consideration either in cash or in the form of Rolls-Royce shares as preferred by Rolls-Royce.

Completion is expected before the end of 2017. The first payment will be made 16 business days post-closing in early 2018 and the consideration will be in the form of shares. The decision on the form of subsequent payments will be determined as each individual payment falls due.

For further information, please contact:

Investors:

Jennifer Ramsey +44 7825 903206

Helen Harman +44 7968 906645

Ross Hawley +44 7920 822534

Media:

Richard Wray +44 7810 850055