AGM RESOLUTIONS 2008 ANNOUNCEMENT

ROLLS-ROYCE GROUP PLC

(the "Company")

7 May 2008

RESOLUTIONS PASSED

At the annual general meeting of the Company held on 7 May 2008, at ExCel
London the following resolutions were duly passed as special business.
Resolutions 12, 13 and 14 were passed as ordinary resolutions and resolutions
15, 16, 17, 18 and 19 were passed as special resolutions.

Resolution 12 - Proposed allotment and issue of B Shares

IT WAS RESOLVED

That the directors be and are authorised:

 a. on one or more occasions, to capitalise such sums as they may determine
    from time to time but not exceeding the aggregate sum of £350 million,
    standing to the credit of the Company's merger reserve and/or such other
    reserves as the Company may legally use in paying up in full at par, up to
    350 billion non-cumulative redeemable convertible preference shares with a
    nominal value of 0.1 pence each (B Shares) from time to time having the
    rights and being subject to the restrictions contained in the Articles of
    Association of the Company and any terms of their issue;
   
 b. pursuant to Section 80 of the Companies Act 1985, and for the period up to
    the end of the next Annual General Meeting of the Company, to exercise all
    powers of the Company to allot and distribute B Shares credited as fully
    paid up to an aggregate nominal amount of £350 million to the holders of
    ordinary shares of 20 pence each on the register of members on any dates
    determined by the directors from time to time and on the basis of the
    number of B Shares for every ordinary share held as may be determined by
    the directors from time to time, this authority being in addition to any
    other authority for the time being vested in the directors; and
   
 c. to do all acts and things they may consider necessary or desirable to give
    effect to this resolution and to satisfy any entitlement to B Shares
    howsoever arising.
   
Resolution 13 - Political donations and expenditure

IT WAS RESOLVED

That the Company and any company which is or becomes a subsidiary of the
Company during the period to which this resolution is effective be and is
hereby authorised to:

 a. make donations to political parties and/or independent election candidates;
   
 b. make donations to political organisations other than political parties; and
   
 c. incur political expenditure,
   
during the period commencing on the date of this resolution and ending on the
date of the Company's next Annual General Meeting, provided that in each case
any such donations and expenditure made by the Company or by any such
subsidiary shall not exceed £25,000 per company, and the aggregate of those
made by the Company and any such subsidiary shall not exceed £50,000. For the
purposes of this resolution, the terms `political donation', `political
parties', `independent election candidates', `political organisation' and
`political expenditure' have the meanings given by Part 14 of the Companies Act
2006.

Resolution 14 - Remuneration of non-executive directors

IT WAS RESOLVED

That for the purposes of Article 112(a) of the Articles of Association of the
Company, the maximum amount of the ordinary remuneration of the directors shall
be increased from £850,000 to £950,000; and such amount as the directors
determine should be paid to the directors by way of ordinary remuneration in
any year shall be divided among those directors who do not hold any executive
office.

SPECIAL RESOLUTIONS

Resolution 15 - Authority to allot new shares

IT WAS RESOLVED

That the Section 80 amount as defined in Article 10(d) of the Company's
Articles of Association shall be £128,748,950.

Resolution 16 - Disapplication of pre-emption rights

IT WAS RESOLVED

That the Section 89 amount as defined in Article 10(d) of the Company's
Articles of Association shall be £19,312,342.

Resolution 17 - Authority to purchase own shares

IT WAS RESOLVED

That the Company be and is generally and unconditionally authorised to make
market purchases (within the meaning of Section 163(3) of the Companies Act
1985) of its ordinary shares of 20 pence each in the capital of the Company,
subject to the following conditions:

 a. the maximum number of ordinary shares authorised to be purchased is
    182,161,998;
   
 b. the minimum price (exclusive of expenses) which may be paid for an ordinary
    share is 20 pence (being the nominal value of an ordinary share);
   
 c. the maximum price (exclusive of expenses) which may be paid for each
    ordinary share is the higher of (i) an amount equal to 105 per cent of the
    average of the middle market quotations for the ordinary shares as derived
    from the London Stock Exchange Daily Official List for the five business
    days immediately preceding the day on which the share is contracted to be
    purchased and (ii) an amount equal to the higher of the price of the last
    independent trade of an ordinary share and the highest current independent
    bid for an ordinary share as derived from all London Stock Exchange Trading
    Systems;
   
 d. this authority shall expire at the close of the Annual General Meeting of
    the Company held in 2009 or 18months from the date of this resolution
    (whichever is the earlier); and
   
 e. a contract to purchase shares under this authority may be made prior to the
    expiry of this authority, and concluded, in whole or in part, after the
    expiry of this authority.
   
Resolution 18 - Proposed allotment and issue of C Shares

IT WAS RESOLVED

That:

a) the authorised share capital of the Company be increased from £
1,500,050,000.60 to £3,500,050,000.60 by the creation of 2,000,000,000,000
non-cumulative redeemable preference shares with a nominal value of 0.1 pence
each (`C Shares') having the rights and restrictions contained in the Articles
of Association of the Company as amended by paragraph (c) below;

b) the directors be and are authorised and empowered:

 i. on one or more occasions, to capitalise such sums as they may determine
    from time to time but not exceeding the aggregate sum of £350million
    standing to the credit of the Company's merger reserve and/or such other
    reserves as the Company may legally use in paying up in full at par, up to
    350 billion C Shares from time to time having the rights and being subject
    to the restrictions contained in the Articles of Association of the Company
    as amended by paragraph (c) below or any other terms and conditions
    approved by the directors from time to time;
   
ii. pursuant to Section 80 of the Companies Act 1985 (as amended) to exercise
    all powers of the Company to allot and distribute C Shares credited as
    fully paid up to an aggregate nominal amount of £350million to the holders
    of ordinary shares of 20 pence each on the register of members on any dates
    determined by the directors from time to time and on the basis of the
    number of C Shares for every ordinary share held as may be determined by
    the directors from time to time; and provided that the authority conferred
    by this resolution shall expire at the end of the next Annual General
    Meeting of the Company and so that such authority shall be additional to
    and without prejudice to the unexercised portion of any authorities and
    powers granted to the directors pursuant to resolution 15 above, and any
    resolution passed prior to the date of passing of this resolution;
   
c) the Articles of Association of the Company be and are amended by the
insertion of a new Article 6B which is set out in the document produced to the
meeting and initialled by the Chairman of the Meeting for the purpose of
identification as May 2008 Articles; and

d) the directors be and are authorised to do all acts and things they may
consider necessary or desirable to give effect to this resolution and to
satisfy any entitlement to C Shares howsoever arising.

Resolution 19 - Adoption of new Articles of Association

IT WAS RESOLVED

That with effect from 00.01am on October 1, 2008, the amended Articles of
Association of the Company produced to the meeting and initialled by the
Chairman for the purpose of identification as October 2008 Articles be approved
and adopted as the Articles of Association of the Company, in substitution for,
and to the exclusion of, the May 2008 Articles adopted pursuant to resolution
18.