Rolls-Royce Regulatory News (RR.)

13 November 2020

Rolls-Royce Holdings plc

Voting Rights and Capital

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 13 November 2020, the issued share capital of the Company consisted of:

· 8,367,596,989 Ordinary Shares of 20p each with voting rights.

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

· 27,540,015,227 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 8,367,596,989 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.

For further information please contact:

Nicola Carroll, Corporate Governance Director

governanceteam@rolls-royce.com

Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69