Total Voting Rights

Rolls-Royce Holdings plc ("the Company")

31 August 2016

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:-

1,838,750,096 ordinary shares of 20p each with voting rights.

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

28,124,943,825 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 1,838,750,096 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 - Assistant Company Secretary +44 (0)1332 245096

Fax number for notifications +44 (0)1332 248963

Email notifications: conall.doherty@rolls-royce.com ,carolyn.sharpe@rolls-royce.com or andrew.harvey-wrate@rolls-royce.com