Rolls-Royce Regulatory News (RR.)

Rolls-Royce Holdings plc ("the Company")

28 February 2017

Voting Rights and Capital

In accordance with DTR 5.6.1 of the FCA's Disclosure Guidance and Transparency Rules (DTR), the Company is required to notify the market of its total number of voting rights and capital as at the end of each calendar month.

The issued share capital of the Company is comprised of the following:-

1,838,823,374 ordinary shares of 20p each with voting rights.

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

27,701,962,927 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 1,838,823,374 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:

Conall Doherty - Company Secretariat Assistant

Tel: 0044 (0) 1332 245090

Email notifications: Conall.Doherty@rolls-royce.com ,Carolyn.Sharpe@Rolls-Royce.com or Andrew.Harvey-Wrate@Rolls-Royce.com