Rolls-Royce Regulatory News (RR.)

Rolls-Royce Holdings plc ("the Company")

19 September 2019

Voting Rights and Capital

On Monday 16 September 2019, the Company announced that application had been made to the UK Listing Authority for the listing of, and to the London Stock Exchange for the admission of 10,990,194 ordinary shares of 20p each fully paid, ranking pari passu with the existing ordinary shares, to the official list.

Admission of these shares became effective on 19 September 2019.

In accordance with DTR 5.6.1 of the FCA's Disclosure Guidance and Transparency Rules (DTR), the Company notifies the market that, as at 12pm. on 19 September 2019, the issued share capital of the Company is comprised of the following:-

·; 1,930,995,313 ordinary shares of 20p each with voting rights.

·; 1 Special Rights non-voting share of £1 with no voting rights.

·; 30,607,559,470 non-cumulative redeemable preference shares of 0.1p each (C Shares) with no voting rights except at any general meeting at which a resolution to wind up the Company is to be considered in which case the holders of C Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on such resolution.

None of the ordinary shares or C Shares are held in Treasury.

Therefore, the total number of voting rights in the Company is 1,930,995,313 and may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Name of contact and telephone number for queries:

Carolyn Sharpe - Senior Corporate Governance Manager

Tel: +44 (0) 1332 245096

Email notifications: Georgios.Chatzopoulos@Rolls-Royce.com or Carolyn.Sharpe@Rolls-Royce.com