Result of AGM

ROLLS-ROYCE HOLDINGS plc ANNUAL GENERAL MEETING 5 May 2016FINAL POLL FIGURES

ORDINARY RESOLUTIONS

FOR

AGAINST

TOTAL VOTES(excluding voteswithheld)

%FOR

VOTESWITHHELD

Resolution 1. Strategic Report, Directors' Report and audited Financial Statements

1,397,685,524

914,640

1,398,600,164

99.93%

1,250,430

Resolution 2 Directors' Remuneration Report

1,370,054,216

17,870,398

1,387,924,614

98.71%

11,922,905

Resolution 3 elect Alan Davies

1,394,561,411

4,024,187

1,398,585,598

99.71%

1,263,363

Resolution 4 elect Irene Dorner

1,394,454,784

4,144,349

1,398,599,133

99.70%

1,248,908

Resolution 5 elect Bradley Singer

1,310,876,774

87,736,230

1,398,613,004

93.73%

1,187,456

Resolution 6 elect Sir Kevin Smith

1,394,689,262

4,093,394

1,398,782,656

99.71%

1,068,137

Resolution 7 re-elect Ian Davis

1,390,061,086

8,746,066

1,398,807,152

99.37%

1,044,143

Resolution 8 re-elect Warren East CBE

1,394,104,444

4,733,786

1,398,838,230

99.66%

1,012,680

Resolution 9 re-elect Lewis Booth CBE

1,382,642,370

16,159,877

1,398,802,247

98.84%

1,049,578

Resolution 10 re-elect Ruth Cairnie

1,394,477,719

4,325,204

1,398,802,923

99.69%

1,042,471

Resolution 11 re-elect Sir Frank Chapman

1,394,459,646

4,352,280

1,398,811,926

99.69%

1,039,610

Resolution 12 re-elect Lee Hsien Yang

1,387,108,124

11,672,495

1,398,780,619

99.17%

1,070,819

Resolution 13 re-elect John McAdam

1,387,441,719

11,369,722

1,398,811,441

99.19%

1,045,303

Resolution 14 re-elect Colin Smith CBE

1,390,910,776

7,965,908

1,398,876,684

99.43%

973,554

Resolution 15 re-elect David Smith

1,390,685,855

7,924,321

1,398,610,176

99.43%

1,237,829

Resolution 16 re-elect Jasmin Staiblin

1,393,567,513

5,242,707

1,398,810,220

99.63%

1,040,170

Resolution 17 Re-appoint KPMG LLP as auditor

1,373,214,215

25,665,861

1,398,880,076

98.17%

968,332

Resolution 18 Auditor's remuneration

1,397,067,624

1,578,720

1,398,646,344

99.89%

1,194,681

Resolution 19 Payment to shareholders

1,398,154,135

867,788

1,399,021,923

99.94%

824,793

Resolution 20 Political donations

1,378,376,806

11,730,637

1,390,107,443

99.16%

9,716,007

SPECIAL RESOLUTIONS

FOR

AGAINST

TOTAL VOTES(excluding voteswithheld)

%FOR

VOTESWITHHELD

Resolution 21 Allotment of shares (section 551 amount)

1,209,860,009

187,545,505

1,397,405,514

86.58%

2,444,042

Resolution 22 Disapplication of pre-emption rights (section 561 amount)

1,364,052,618

35,197,609

1,399,250,227

97.48%

599,689

Resolution 23 Authority to purchase own shares

1,384,983,058

13,354,081

1,398,337,139

99.05%

1,514,240