AGM Resolutions passed

ROLLS-ROYCE HOLDINGS PLC (the 'Company')                    

                                  4 May 2012                                   

                              RESOLUTIONS PASSED                               

At the Annual General Meeting of the Company held on 4 May 2012 at the Queen
Elizabeth II Conference Centre London the following resolutions were passed.
Resolutions 19 and 20 were passed as ordinary resolutions and resolutions 21,
22 and 23 were passed as special resolutions.

                             ORDINARY RESOLUTIONS                              

Resolution 19 - Payment to shareholders

That the directors be and are hereby authorised:

a) on one or more occasions, to capitalise such sums as they may determine from
time to time but not exceeding the aggregate nominal sum of £400 million
standing to the credit of the Company's merger reserve, capital redemption
reserve and/or such other reserves as the Company may legally use in paying up
in full at par, up to 400 billion non-cumulative redeemable preference shares
in the capital of the Company with a nominal value of 0.1 pence each (C Shares)
from time to time having the rights and being subject to the restrictions
contained in the articles of association (Articles) of the Company from time to
time or any other terms and conditions approved by the directors from time to
time;

b) pursuant to Section 551 of the Companies Act 2006 (the Act), to exercise all
powers of the Company to allot and issue C Shares credited as fully paid up to
an aggregate nominal amount of £400 million to the holders of ordinary shares
of 20 pence each in the capital of the Company on the register of members of
the Company 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 2013 AGM of the
Company or 15 months after the date on which this resolution is passed
(whichever is the earlier) and so that such authority shall be additional to,
and without prejudice to, the unexercised portion of any other authorities and
powers granted to the directors, and any resolution passed prior to the date of
passing of this resolution; 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 C Shares howsoever
arising.

Resolution 20 - Political donations and expenditure

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 2013 AGM or 15 months after the date on which this resolution is
passed (whichever is the earlier), 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 Act.

                              SPECIAL RESOLUTIONS                              

Resolution 21 - Authority to allot new shares

That:

a) the first section 551 amount as defined in article 12 of the Articles shall
be £124,816,246;

b) the second section 551 amount as defined in article 12 of the Articles shall
be £249,632,492; and

c) the prescribed period as defined in article 12 of the Articles for which the
authorities conferred by this resolution are given shall be a period expiring
(unless previously renewed, varied or revoked by the Company in general
meeting) at the end of the 2013 AGM of the Company or 15 months after the date
on which this resolution is passed (whichever is the earlier).

Resolution 22 - Disapplication of pre-emption rights

That, subject to the passing of Resolution 21, the Section 561 amount as
defined in article 12 of the Articles shall be £18,722,437 and the prescribed
period for which the authority conferred by this resolution is given shall be a
period expiring (unless previously renewed, varied or revoked by the Company in
general meeting) at the end of the 2013 AGM of the Company or 15 months after
the date on which this resolution is passed (whichever is the earlier).

Resolution 23 - Authority to purchase own shares

That the Company be and is hereby generally and unconditionally authorised to
make market purchases (within the meaning of Section 693(4) of the Act) of its
ordinary shares, subject to the following conditions:

a) the maximum aggregate number of ordinary shares authorised to be purchased
is 187,224,369;

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 the London Stock Exchange Trading System;

d) this authority shall expire at the end of the 2013 AGM of the Company or 15
months 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.

End